Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Acreage Holdings, Inc. (“ Acreage ” or the “ Company ”)

366 Madison Avenue, 11 ^th Floor

New York, NY

10017

April 18 ^th , 2019

A news release announcing the material change described herein was disseminated via Canada Newswire and filed on SEDAR on April 18, 2019.

On April 18, 2019, the Company entered into a definitive arrangement agreement (the “ Arrangement Agreement ”) with Canopy Growth Corporation (“ Canopy ”) pursuant to which the Company has agreed to complete an arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia) (the “ BCBCA ”), which will result in, among other things, the Articles of the Company being amended to provide Canopy with the right (the “ Right ”) to acquire all of the issued and outstanding shares in the capital of the Company (each, a “ Company Share ”) in exchange for the payment of 0.5818 of a common share in the capital of Canopy (each whole share, a “ Canopy Share ”) (with the payment to holders of Class B proportionate voting shares (the “ Proportionate Voting Shares ”) of the Company being adjusted as though each Proportionate Voting Share was converted into 40 Class A subordinate voting shares (the “ Subordinate Voting Shares ”) in accordance with its terms), which Exchange Ratio (as defined below) is subject to adjustment in accordance with the provisions of the Arrangement Agreement. The completion of the Arrangement is subject to the closing conditions set out in the Arrangement Agreement, including obtaining the approval of the shareholders of each of Acreage and Canopy (the “ Shareholder Approval ”), and the approval of the Supreme Court of British Columbia (the “ Court ”). Canopy is required to exercise the Right at such time as cannabis production, distribution and possession becomes legal under United States federal law, or is removed from regulation under United States federal law (the “ Triggering Event ”). The completion of the acquisition of the Company Shares (the “ Acquisition ”) is subject to certain conditions set out in the Arrangement Agreement.

5.1 Full Description of Material Change

Because the Arrangement is a “business combination” under Multilateral Instrument 61-101 - Takeover Bids and Special Transactions (“ MI 61-101 ”), the following disclosure is required to be included in this material change report.

(a) a description of the transaction and its material terms:

The Transaction

On April 18, 2019, the Company announced that it had entered into the Arrangement Agreement with Canopy. The Arrangement will be carried out by way of a court-approved plan of arrangement under the provisions of the BCBCA.

If an interim and final order approving the Arrangement are obtained from the Court (the “ Court Approval ”), and Shareholder Approval is obtained at special meetings of Canopy and Acreage expected to take place in June 2019, holders of Subordinate Voting Shares, Proportionate Voting Shares and Class C multiple voting shares of Acreage (“ Multiple Voting Shares ”) as well as Acreage Unit Holders (as defined below) other than Acreage and the USCo2 Holders (collectively with the Acreage Unit Holders, the “ Acreage Holders ”) will receive an aggregate total payment of US$300 million (the “ Up-Front Cash Premium ”) based on the currently outstanding securities of Acreage and subject to adjustment to account for any additional securities of Acreage that may be issued prior to the record date for such payment. It is expected the application to the Court for the interim order approving the meeting materials and procedural matters for the Arrangement will be made shortly. Application for the final order will be made to the Court if Shareholder Approval is obtained. If Shareholder Approval and Court Approval are obtained, the terms of the Acreage Subordinate Voting Shares, Acreage Proportionate Voting Shares and Acreage Multiple Voting Shares set forth in Acreage’s Articles will be amended to provide Canopy with the Right.

If Canopy exercises the Right, and in any event following the Triggering Event, upon satisfaction of certain conditions set out in the Arrangement Agreement, holders of Subordinate Voting Shares will receive 0.5818 of a Canopy Share for each Subordinate Voting Share held (with Proportionate Voting Shares being converted to Subordinate Voting Shares on a 1 for 40 basis prior to the receipt of Canopy Shares) upon closing of the Acquisition (the “ Exchange Ratio ”). The Arrangement and the Acquisition are each subject to conditions to closing set out in the Arrangement Agreement.

Pursuant to the terms of the Arrangement Agreement, all Subordinate Voting Shares which may be acquired by holders of Proportionate Voting Shares of Acreage, holders of Multiple Voting Shares, holders of units (the “ Acreage Unit Holders ”) of High Street Capital Partners, LLC (“ HSCP ”) (Acreage’s operating subsidiary) other than Acreage and holders of shares (the “ USCo2 Holders ”) of Acreage Holdings WC, Inc. (“ USCo2 ”) on conversion or exchange thereof, will also be acquired by Canopy and are entitled to the Up-Front Cash Premium.

On completion of the Acquisition, Acreage Unit Holders will have the right to convert their units, and USCo2 Holders will have the right to convert their shares, into Canopy Shares based on the Exchange Ratio. Commencing three years following the closing of the Acquisition, Canopy will have the option to acquire all of the outstanding units of HSCP and shares of USCo2 not owned by Acreage based on the Exchange Ratio. If the Right is not exercised and the Triggering Event does not occur or is not waived within 90 months from the effective date of the Arrangement, the Right and the Arrangement Agreement will terminate. The Acquisition is required to be closed within 90 days of the Triggering Event, subject to the satisfaction of the conditions of closing.

After giving effect to the Acquisition, assuming conversion of all securities of Acreage following the Triggering Event, Acreage Holders will hold approximately 12.1% ownership in Canopy (on a pro forma undiluted basis) and up to 16.6% if certain permitted acquisitions are completed prior to the Triggering Event. Pursuant to the Arrangement Agreement, Acreage is permitted to issue up to an additional 58,000,000 Subordinate Voting Shares (or the equivalent number of convertible securities) prior to completion of the Acquisition, together with a further 5,221,905 Acreage Subordinate Voting Shares (or the equivalent number of convertible securities) in respect of certain potential acquisitions by Acreage. Should Acreage, with the consent of Canopy, issue greater than the number of shares contemplated by the Arrangement Agreement, the Exchange Ratio will be adjusted accordingly.

Upon closing of the Arrangement, Canopy and Acreage will also execute an agreement under which Canopy will license certain of its trademarks and other intellectual property to Acreage.

Constellation Brands Amendments

Completion of the Arrangement is conditional on the approval by Canopy shareholders of the issuance of the Canopy Shares pursuant to the Acquisition and certain amendments to the existing warrants held by a subsidiary of Constellation Brands, Inc. (“ Constellation Brands ”), Canopy’s largest shareholder. Due to the scope of the Arrangement and the Acquisition, Canopy and Constellation Brands have also amended the investor rights agreement (the “ Amendments ”).

Acreage Shareholder Approval

Under the BCBCA, the Arrangement requires approval by special resolution of the holders of the Company Shares. Additionally, under MI 61-101, the Arrangement requires approval by at least a majority of the votes cast by disinterested holders of the Acreage Subordinate Voting Shares, Acreage Proportionate Voting Shares and Acreage Multiple Voting Shares, each voting separately as a class. Acreage intends to apply to the Ontario Securities Commission for an order that, for purposes of MI 61-101, the holders of Acreage Subordinate Voting Shares and Acreage Proportionate Voting Shares will vote together as a class.

Certain Acreage directors and officers have entered into voting and support agreements with Canopy pursuant to which they have agreed, among other things, to vote in favor of the Arrangement. The directors and officers of Acreage have also agreed to certain lock-up terms with respect to their current holdings of Acreage securities. See (h) below.

Canopy Board Recommendation

Greenhill & Co. Canada Ltd. (“ Greenhill ”) acted as financial advisor to Canopy and provided an independent fairness opinion to the board of directors of Canopy (the “ Canopy Board ”) that the Exchange Ratio payable pursuant to the transactions contemplated in the Arrangement Agreement is fair, from a financial point of view, to Canopy. Upon receipt of the fairness opinion from Greenhill, the transactions contemplated in the Arrangement Agreement and the Amendments were unanimously approved by the Canopy Board, other than directors who abstained from voting.

Canopy Shareholder Approval

The issuance of the Canopy Shares in connection with the Acquisition and certain of the Amendments will require the approval of a simple majority of the disinterested shareholders of Canopy.

Additional Transaction Terms

The Arrangement and the Acquisition are subject to, among other things, as applicable, approval from the Canadian Securities Exchange (“ CSE ”), the Toronto Stock Exchange and the New York Stock Exchange, the Supreme Court of British Columbia and certain other regulatory approvals and closing conditions. The Arrangement Agreement contains representations, warranties and covenants, including a termination fee in the amount of US$150 million payable by Acreage in the event that the Arrangement Agreement is terminated in certain circumstances. The Arrangement Agreement also includes certain non-solicitation covenants subject to the right of Acreage to accept a superior proposal in certain circumstances, with Canopy having a five-business day right to match any such superior proposal received by Acreage.

(b) the purpose and business reasons for the transaction

The purpose of the Arrangement is to provide holders of Company Shares with the opportunity to receive, among other things, enhanced liquidity and enhance Acreage’s ability to pursue its business plan. If the Acquisition is complete, management of Acreage believe that the Acquisition will create a global cannabis company with an enhanced ability to compete worldwide.

(c) the anticipated effect of the transaction on the issuer’s business and affairs

See (b) above.

(d) a description of:

(i) the interest in the transaction of each interested party and of the related parties and associated entities of the interested parties:

See (h) below.

(ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

See (a) above. If the Triggering Event occurs or is waived, and the conditions to closing the Acquisition are satisfied, then the Proportionate Voting Shares and Multiple Voting Shares owned by such parties will automatically be converted into Subordinate Voting Shares, and acquired by Canopy. Any units of HSCP other than those held by Acreage and any class B non-voting common shares of USCo2 will be acquired by Canopy within 3 years of completion of the Acquisition.

(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view of abstention by a director and any material disagreement between the board and the special committee:

This information will be included in the management information circular which will be prepared and sent to Acreage shareholders in connection with the special meeting called to consider approval of the resolutions necessary to implement the Arrangement. No directors expressed any materially contrary view or abstained from voting on the resolution approving the Arrangement Agreement, and there was no material disagreement between the board and the special committee with respect to approval of the Arrangement Agreement.

(f) a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirely in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable. See Section (i) below.

(g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

(i) that has been made in the 24 months before the date of the material change report:

Not applicable.

(ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

Tax Receivable Agreement

In connection with the reverse takeover transaction by which the Company became listed on the CSE, Acreage Holdings America, Inc. (“ AHA ”), a directly owned subsidiary of the Company, entered into a tax receivables agreement (the “ TRA ”) with, among others, Kevin Murphy, Chief Executive Officer of the Company, George Allen, Former President of the Company, Glen Leibowitz, Chief Financial Officer of the Company, James Doherty, General Counsel of the Company, Robert Daino, Chief Operating Officer of the Company and Harris Damashek, Chief Marketing Officer of the Company (the “ TRA Parties ”), each of whom owns units of HSCP, the Company’s operating subsidiary. The Company expects to obtain an increase in its share of the tax basis of the assets of HSCP when a unit holder of HSCP receives cash or Subordinate Voting Shares in connection with a redemption or exchange of such unit holder’s units in HSCP. The TRA generally provides for the payment by AHA to such unit holders of 65% of the amount of net tax benefits, if any, realized (or deemed realized) by AHA attributable to such member under the terms of the TRA. An additional 20% of such net tax benefits are available for payment to the TRA Parties under a tax receivable bonus plan. Kevin Murphy has waived his rights to 30.77% of the aggregate tax benefit payments to which he may otherwise be entitled to receive under the TRA for the benefit of a second tax receivable bonus plan. Participants of the second tax receivable bonus plan include, among others, Glen Leibowitz, James Doherty, Robert Daino, Harris Damashek and Tyson MacDonald. The amount available under the second tax receivable bonus plan will be equal to TRA payments waived by Kevin Murphy. Kevin Murphy, as the administrator of each of the tax receivable bonus plans, has the right to determine the amount each participant receives under the plans.

Under the Arrangement Agreement, as a condition to the effectiveness of the Arrangement, Acreage and Canopy have agreed the TRA and tax receivable bonus plans, as applicable, will be amended to provide, among other things, consent rights to Canopy over payments under the TRA and modifications to the timing and amounts of TRA and tax receivable bonus payments, including upon the acquisition of all of the HSCP units by Canopy, an acceleration and one-time final payment, subject to certain conditions, to the TRA Parties and participants in the tax receivable bonus plans in the aggregate amount of no more than $121 million (the “ Lump Sum Amount ”). The Lump Sum Amount will be reduced by any payments previously made under TRA and the tax receivable bonus plans. Commencing on the third anniversary of the Acquisition, Canopy will have the right to acquire all of the HSCP units and shares of USCo2 not owned by Acreage based on the Exchange Ratio.

Lockup and Incentive Agreements

Pursuant to the Arrangement Agreement, as a condition to the effectiveness of the Arrangement, Acreage and Canopy have agreed that Kevin Murphy, Glen Leibowitz, Robert Daino, James Doherty and Tyson MacDonald (together, the “ Key Individuals ”) shall enter into agreements (the “ Lockup and Incentive Agreements ”) with the Company and Canopy pursuant to which: (i) 981,836 Restricted Stock Units (“ RSUs ”) to be awarded to each Key Individual under a long-term incentive plan to be implemented by Acreage on or about the effective date of the Arrangement, each of which will entitle the Key Individual to receive one Acreage Subordinate Voting Share upon vesting, subject to receipt of any approval from Acreage shareholders required under applicable securities laws, and will be exchanged for an RSU of Canopy (a “ Replacement RSU ”) on the basis of the Exchange Ratio following completion of the Acquisition; (ii) each Key Individual will agree not to sell or otherwise transfer in any manner two thirds of the securities of Acreage (including RSUs, and securities which may be converted or exchanged for Acreage securities) which he currently owns or has control or direction over, and over which he may acquire ownership or control or direction (together, the “ Locked Up Securities ”); and (iii) each Key Individual will be entitled to a one-year severance payment if his employment is terminated without cause following the Acquisition. The Locked Up Securities will be released from the Lockup and Incentive Agreements according to a schedule set forth therein.

As a result of the foregoing, certain “interested parties” in the Arrangement will be precluded from voting on the transaction for purposes of the “majority of minority” approval required by MI 61-101. Acreage will include the details in respect of all “interested parties” in the circular to be mailed to shareholders of Acreage in connection with the Shareholder Approval being sought.

(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions

No formal valuation on the part of the Company is required under MI 61-101 in connection with the entry into the Arrangement Agreement, as such entry is exempt, pursuant to Section 4.4(1)(a) of MI 61-101, from the valuation requirement as no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada or the United States, other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

Not applicable.

Not applicable.

Not applicable.

The following senior officer of Acreage is knowledgeable about the material change and the Material Change Report, and may be contacted as follows:

Glen Leibowitz, Chief Financial Officer

Telephone: 646.491.6347

April 29, 2019

Forward Looking Statements

This material change report contains “forward-looking statements” within the meaning of the United States ‎Private Securities Litigation Reform Act of 1995 and ‎“forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Acreage or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained in this material change report. These forward-looking statements include, but are not limited to, statements relating to Acreage’s expectations with respect to: the timing and outcome of the transactions contemplated in the Arrangement Agreement and the anticipated timing of the special meetings of Acreage and Canopy.

Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including assumptions as to the time required to prepare and mail security holder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholders approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Acquisition; the likelihood of the Triggering Event being satisfied or waived by the outside date; the ability of the parties to satisfy, in a timely manner, the conditions to closing following the occurrence or waiver of the Triggering Event; other expectations and assumptions concerning the transactions contemplated in the Arrangement Agreement; the available funds of Acreage and the anticipated use of such funds; the availability of financing ‎‎opportunities; legal and ‎regulatory risks inherent in the cannabis industry; risks associated with ‎economic ‎conditions, ‎dependence on management and currency risk; risks relating to U.S. regulatory ‎landscape and ‎‎enforcement related to cannabis, including political risks; risks relating to anti-money ‎laundering laws and ‎‎regulation; other governmental and environmental regulation; public opinion and ‎perception of the ‎cannabis ‎industry; risks related to contracts with third-party service providers; risks ‎related to the ‎enforceability of contracts; ‎reliance on the expertise and judgment of senior ‎management of Acreage; risks related to proprietary ‎intellectual property and potential infringement ‎by third parties; the ‎concentrated voting control of Acreage’s ‎founder and the unpredictability caused ‎by Acreage’s ‎capital structure; risks relating to the management of ‎growth; increasing competition in ‎the industry; risks ‎inherent in an agricultural business; risks relating to energy ‎costs; risks associated to ‎cannabis products ‎manufactured for human consumption including potential product ‎recalls; reliance ‎on key inputs, ‎suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing ‎‎products; fraudulent ‎activity by employees, contractors and consultants; tax and insurance related ‎risks; risks ‎related to the ‎economy generally; risk of litigation; conflicts of interest; risks relating to ‎certain remedies being ‎limited ‎and the difficulty of enforcement of judgments and effect service ‎outside of Canada; risks related to ‎future ‎acquisitions or dispositions; sales by existing shareholders; ‎and limited research and data relating to ‎cannabis; and such risks as are described in Acreage’s annual information form dated April 24, 2019 filed with Canadian securities regulators and available on Acreage’s issuer profile on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive.

In respect of the forward-looking information concerning the anticipated completion of the transactions contemplated in the Arrangement Agreement and the timing thereof, Acreage has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time. Although Acreage believes that the assumptions and factors used in preparing the forward-looking information in this material change report are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this material change report are made as of the date of this material change report and Acreage does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

There can be no assurance that the transactions contemplated in the Arrangement Agreement will occur, or that it will occur on the terms and conditions contemplated in this material change report. The transactions contemplated in the Arrangement Agreement could be modified, restructured or terminated. The Triggering Event may not occur or be waived. Actual results could differ materially from those currently anticipated due to a number of factors and risks.

The Acquisition cannot close until Shareholder Approval, Court Approval and regulatory approval are obtained, and the Triggering Event has occurred or been waived. There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed herein and in the management information circular to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.

Exhibit 99.2

CANOPY GROWTH CORPORATION

and

ACREAGE HOLDINGS, INC.

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of the 18 ^th day of April, 2019

BETWEEN:

Canopy Growth Corporation, a corporation existing under the laws of Canada;

(the “ Purchaser ”)

- and -

Acreage Holdings, Inc. , a corporation existing under the laws of the Province of British Columbia;

(the “ Company ”).

WHEREAS, f or United States federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the U.S. Tax Code, and this Agreement is intended to be, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the U.S. Tax Code .

NOW THEREFORE , in consideration of the covenants and agreements herein contained, the Parties agree as follows:

Article 1
INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

“ Acceptable Confidentiality Agreement ” means a confidentiality agreement between the Company and a third party other than the Purchaser: (i) that is entered into in accordance with Section 5.1(6)(d) hereof; and (ii) that contains confidentiality and standstill restrictions that are no less restrictive than those set out in the Confidentiality Agreement , including, without limitation, a standstill provision that only permits the third party to, either alone or jointly with others, make an Acquisition Proposal to the Company Board that is not publicly announced .

“ Acquisition ” means the acquisition by the Purchaser of the issued and outstanding Company Shares following the exercise or deemed exercise of the Purchaser Call Option, pursuant to and in accordance with the Arrangement.

“ Acquisition Closing Conditions ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Acquisition Closing Outside Date ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Acquisition Date ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Acquisition Effective Time ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and other than any transaction involving the Company and/or one or more of its wholly-owned Subsidiaries, any: (a) offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or any affiliate of the Purchaser) after the date of this Agreement relating to: (i) any sale or disposition (or any alliance, joint venture, lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing), direct or indirect, in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets of the Company, or contributing 20% or more of the consolidated revenue of the Company, in each case based on the financial statements of the Company most recently filed prior to such time as part of the Company Filings, or of 20% or more of the issued and outstanding voting or equity securities of the Company on a Converted Basis (or rights or interests in such voting or equity securities); (ii) any direct or indirect take-over bid, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Company (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries (except that this clause (iii) shall in no way preclude or restrict the Company from incorporating a Subsidiary which may be party to a merger under which such newly incorporated Subsidiary will acquire a corporation or a limited liability company in exchange for the issue by the Company of Company Shares or by High Street of High Street Units) if such acquisitions are otherwise permitted hereunder; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries; (b) inquiry, expression or other indication of interest or offer to, or public announcement of or of an intention to do any of the foregoing; (c) modification or proposed modification of any such proposal, inquiry, expression or indication of interest, in each case excluding the Arrangement and the other transactions contemplated by this Agreement; or (d) any transaction or agreement which would reasonably be expected to materially impede or delay the completion of the Arrangement.

“ Acquisition Regulatory Approvals ” means all Regulatory Approvals and all other third party consents, waivers, permits, orders and approvals that are necessary, proper or advisable to consummate the Acquisition, including, but not limited to:

“ affiliate ” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions .

“ Aggregate Option Premium ” means US$300,000,000.

“ Agreement ” means this arrangement agreement, as the same may be amended, supplemented or restated.

“ Alternate Consideration ” has the meaning specified in Section 2.15(1).

“ Alternative Transaction ” has the meaning specified in Section 4.2(5).

“ Arrangement ” means an arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement.

“ Arrangement Filings ” means the records and information required to be provided to the Registrar under Section 292(a) of the BCBCA in respect of the Arrangement, together with a copy of the Final Order.

“ Arrangement Issued Securities ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Arrangement Regulatory Approvals ” means:

“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form of Schedule B hereto, with such amendments or variations as the Court may direct in the Interim Order with the consent of the Company and the Purchaser, each acting reasonably.

“ associate ” has the meaning specified in the Securities Act (Ontario).

“ Authorization ” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person necessary to carry on its business as now being conducted.

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

“ Breaching Party ” has the meaning specified in Section 4.8(3).

“ Business Contact Data ” means any information that is used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or professional such as the individual’s name, position name or title, work address, work telephone number, work fax number or work electronic address.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Toronto, Ontario or Vancouver British Columbia or New York, New York, as the context requires.

“ CBG ” means CBG Holdings LLC, a limited liability company existing under the laws of the State of Delaware.

“ CBG Group ” means, collectively, CBG and GCILP.

“ CBG Group Agreements ” means, collectively, the CBG Group Consent Agreement and the CBG Group Investor Rights Agreement.

“ CBG Group Warrants ” means the common share purchase warrants of the Purchaser, consisting of 88,472,861 Tranche A warrants and 51,272,592 Tranche B warrants to be amended concurrently with the Effective Date pursuant and subject to the terms and conditions of the certificates evidencing such purchase warrants, substantially in the form of the Exhibits attached to the CBG Group Consent Agreement.

“ CBG Group Consent Agreement ” means the Consent Agreement dated as of the date of this Agreement between CBG and the Purchaser.

“ CBG Group Investor Rights Agreement ” means the Second Amended and Restated Investor Rights Agreement entered into between CBG, GCILP and the Purchaser on the date hereof.

“ CBG Group Top-Up Shares ” means the number of Purchaser Shares that CBG and/or GCILP has the right to subscribe for under the terms of the CBG Group Investor Rights Agreement, based on the number of Purchaser Shares to be issued under the Arrangement.

“ Change in Recommendation ” has the meaning specified in Section 7.2(1)(d)(ii).

“ Class B Non-Voting Common Shares ” means the Class B non-voting common shares in the capital of Acreage Holdings WC, Inc. outstanding from time to time.

“ Collective Agreement ” means a collective bargaining agreement or union agreement.

“ Common Membership Units ” means the common membership units in the capital of High Street ‎outstanding from time to time, other than common membership units held by Acreage Holdings America, Inc. and USCo2.

“ Company ” means has the meaning specified in the preamble.

“ Company Acquisition Closing Conditions ” has the meaning specified in Section 6.3(2).

“ Company Board ” means the board of directors of the Company as constituted from time to time.

“ Company Board Recommendation ” has the meaning specified in Section 2.4(2)(d).

“ Company Circular ” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Company Compensation Options ” means the outstanding compensation options to purchase Company Shares, as set forth in Section 1.1 of the Company Disclosure Letter and the warrants entitling the holders thereof to acquire Company Shares.

“ Company Compensation Option Holders ” means the holders of Company Compensation Options.

“ Company Data ” means all data contained in the Company Systems and all other information and data compilations used by the Company or any of its Subsidiaries, whether or not in electronic form.

“ Company Data Room ” means the material contained in the virtual data room as of 12:00 a.m. (Toronto time) on the date of this Agreement, the index of documents of which is appended to the Company Disclosure Letter.

“ Company Debt ” means,

“ Company Disclosure Letter ” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.

“ Company Employees ” means the employees of the Company and its Subsidiaries.

“ Company Equity ” means, for the Company at the Acquisition Effective Time, the product of (a) the closing price of the Company Subordinate Voting Shares on the Business Day prior to the Acquisition Date on the CSE, or such other recognized exchange as the Company Subordinate Voting Shares are listed on the Business Day prior to the Acquisition Date if the Company Subordinate Voting Shares are not listed for trading on the CSE, multiplied by (b) the sum of: (i) the total number of issued and outstanding Company Subordinate Voting Shares on a Converted Basis; (ii) the total number of High Street Units; and (iii) the total number of USCo2 Class B Shares.

“ Company Equity Incentive Plan ” means the Company’s omnibus equity plan, last approved by Company Shareholders on November 6, 2018 and as proposed to be amended at the Company’s May 7, 2019 shareholders’ meeting.

“ Company Filings ” means all documents publicly filed under the profile of the Company on SEDAR since September 21, 2018.

“ Company Locked-up Shareholders ” means all of the directors, senior officers and principal shareholders of the Company.

“ Company Material Adverse Effect ” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances is or would reasonably be expected to be material and adverse to the business, results of operations, assets, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, but shall not include any such change, event, occurrence, effect, state of facts or circumstance resulting from:

provided, however, that with respect to clauses (a) through to and including (e), such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industry or markets in which the Company and/or its Subsidiaries operate, and unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Company Material Adverse Effect” has occurred.

“ Company Meeting ” means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

“ Company Multiple Voting Shares ” means the shares in the capital of the Company designated as Multiple Voting Shares, each exchangeable for one Company Subordinate Voting Shares and each entitling the holder thereof to 3,000 votes per share at shareholder meetings of the Company, and for greater certainty includes such Multiple Voting Shares following the amendment of the rights and restrictions of the existing Company Multiple Voting Shares pursuant to Section 3.1(e) of the Plan of Arrangement.

“ Company Optionholder ” means a holder of one or more Company Options.

“ Company Options ” means the outstanding options to purchase Company Subordinate Voting Shares issued pursuant to the Company Equity Incentive Plan.

“ Company Proportionate Voting Shares ” means the shares in the capital of the Company designated as Class B proportionate voting shares, each currently entitling the holder thereof to 40 votes per share at shareholder meetings of the Company, and for greater certainty includes such proportionate voting shares following the alteration of the rights and restrictions of the existing Company Proportionate Voting Shares pursuant to Section 3.1(e) of the Plan of Arrangement.

“ Company RSU Holders ” means the holders of Company RSUs.

“ Company RSUs ” means the outstanding restricted share units of the Company issued pursuant to the Company Equity Incentive Plan.

“ Company Reports ” means a summary of information and materials provided to the Company Board in connection with meetings of the Company Board.

“ Company Securities ” means Company Shares, Company Options, Company RSUs and Company Compensation Options.

“ Company Securityholders ” means the Company Shareholders, the Company Optionholders, the Company RSU Holders and the Company Compensation Option Holders.

“ Company Shareholder ” means a registered or beneficial holder of one or more of the Company Shares, as the context requires.

“ Company Shares ” means the Company Subordinate Voting Shares, the Company Proportionate Voting Shares and the Company Multiple Voting Shares.

“ Company Special Committee ” means the special committee of independent members of the Company Board formed in relation to the proposal to effect the transactions contemplated by this Agreement.

“ Company Subordinate Voting Shares ” means the shares in the capital of the Company designated as Class A subordinate voting shares, each entitling the holder thereof to one vote per share at shareholder meetings of the Company, and for greater certainty includes such subordinate voting shares following the alteration of the rights and restrictions of the existing Company Subordinate Voting Shares pursuant to Section 3.1(e) of the Plan of Arrangement.

“ Company Systems ” means all information technology and computer systems (including computer software, information technology and telecommunication hardware and other equipment) relating to the generation, transmission, storage, maintenance or processing of data and information, whether or not in electronic form, used in the conduct of the business of the Company or any of its Subsidiaries.

“ Confidentiality Agreement ” means the confidentiality agreement dated as of March 19, 2019 between the Company and the Purchaser.

“ Consideration ” means, collectively, the Option Premium and Consideration Shares which Company Shareholders, High Street Holders and USCo2 Class B Holders are entitled to receive in connection with or pursuant to, and subject to the terms and conditions of, the Arrangement.

“ Consideration Shares ” means (i) Purchaser Shares to be received by holders of Company Shares (other than the Purchaser, any affiliate of the Purchaser and any Dissenting Company Shareholder) pursuant to the Plan of Arrangement, or (ii) following a Purchaser Change of Control, such other securities comprising the Alternate Consideration that holders of Company Shares are entitled to receive in accordance with the provisions of Section 2.14.

“ Constating Documents ” means the notice of articles, articles, articles of incorporation, amalgamation, or continuation, as applicable, by-laws and all amendments to such articles or by-laws.

“ Contract ” means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which a Party or any of its respective Subsidiaries is a party or by which it or any of its respective Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“ Converted Basis ” means the aggregate number of Company Subordinate Voting Shares assuming the conversion of the Company Proportionate Voting Shares and the Company Multiple Voting Shares.

“ Court ” means the Supreme Court of British Columbia.

“ CSE ” means Canadian Securities Exchange.

“ Debt-to-Equity Ratio ” means, in respect of the Company, on a consolidated basis, at any time, the amount determined in accordance with the formula D/EQ where

“ Debt Coverage Ratio ” means the Pro-Forma Adjusted EBITDA divided by the Company Debt service costs.

“ Depositary ” me ans Computershare Trust Company of Canada , or any other depositary or trust company, bank or financial institution as the Purchaser may appoint to act as depositary with the approval of the Company, acting reasonably, for the purpose of, among other things, exchanging certificates representing Company Shares for Consideration Shares in connection with the Arrangement.

“ Dissent Rights ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Dissenting Company Shareholder ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ EDGAR ” means the SEC’s Electronic Data Gathering Analysis and Retrieval system.

“ Effective Date ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Effective Time ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Effective Time Company Shareholder ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Effective Time High Street Holder ” mean a Person who is a High Street Holder immediately prior to the Effective Time.

“ Effective Time Outside Date ” means August 31, 2019 or such later date as may be agreed to in writing by the Parties; provided that if the Parties receive a Request for Additional Information and Documentary Materials pursuant to the HSR Act, then such date shall be automatically extended to December 31, 2019.

“ Effective Time USCo2 Class B Holder ” means a Person who is a USCo2 Class B Holder immediately prior to the Effective Time.

“ Eligible Company Canadian Shareholder ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Employee Plans ” means all health, welfare, supplemental unemployment benefit, change of control, bonus, profit sharing, option, insurance, compensation, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension, vacation, severance or termination pay, retirement or retirement savings plans, or other employee benefit plans, policies, trusts, funds, agreements, or arrangements for the benefit of employees, former employees, directors or former directors of a Party or any of its Subsidiaries, which are maintained by or binding upon such Party or any of its Subsidiaries or in respect of which such Party or any of its Subsidiaries has an actual or contingent liability excluding all obligations for severance and termination pursuant to a statute.

“ Environmental Laws ” means all Laws and agreements with Governmental Entities and all other statutory requirements relating to public health, the discharge, emission or release of Hazardous Substances, or the protection of the environment and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

“ Exchange Ratio ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Exchange Ratio Adjustment Event ” has the meaning specified in Section 2.14.

“ Expense Reimbursement Fee ” means US$4,000,000.

“ Fairness Opinions ” means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).

“ Final Order ” means the final order of the Court approving the Arrangement under Section 291 of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“ Financial Advisor ” means Canaccord Genuity Corp .

“ GAAP ” means: (i) generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis; and (ii) means U.S. GAAP for an entity that, in accordance with applicable corporate and securities Laws, prepares its financial statements in accordance with U.S. GAAP.

“ GCILP ” means Greenstar Canada Investment Limited Partnership, a limited partnership existing under the laws of the Province of British Columbia.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange.

“ Hazardous Substances ” means any pollutant, contaminant, material, chemical, waste, compound, constituent, or substance subject to regulation or which can give rise to liability under Environmental Laws.

“ High Street ” means High Street Capital Partners, LLC.

“ High Street Holder ” means any holder of Common Membership Units or vested Profit Interests.

“ High Street Operating Agreement ” means that certain Third Amended and Restated Operating Agreement of High Street, d/b/a Acreage Holdings LLC, a Delaware limited liability company, dated November 14, 2018, by and among High Street and the Members signatory thereto, as may be revised in accordance with the terms set forth in Exhibit 1 hereto in order to carry out the intentions of the Parties.

“ High Street Units ” means Common Membership Units and Profit Interests.

“ HSR Act ” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, supplemented or restated from time to time and any successor to such statute and the rules and regulations promulgated thereunder.

“ HSR Approval ” means all applicable filings pursuant to the HSR Act shall have been made and all applicable waiting periods shall have expired or been terminated.

“ Independent Financial Advisor ” means INFOR Financial Inc .

“ Indemnified Persons ” has the meaning specified in Section 4.9(3).

“ Insolvency Event ” means in respect of the Company or the Purchaser, as applicable, the occurrence of any one or more of the following events: (A) the Company or the Purchaser, as applicable, ceases to carry on its business, commences any proceeding under Insolvency Legislation including a proposal or an assignment in bankruptcy, petitions or applies to any tribunal for, or consents to, the appointment of any receiver, trustee or similar liquidator in respect of all or a substantial part of its property, admits the material allegations of a petition or application filed with respect to it in any proceeding commenced in respect of it under Insolvency Legislation, or takes any corporate action for the purpose of effecting any of the foregoing; or (B) any proceeding or filing is commenced against the Company or the Purchaser, as applicable, seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its debts under any Insolvency Legislation, or seeking the appointment of a receiver, trustee, custodian or other similar official for it or any of its property or assets; unless (i) the Company or the Purchaser, as applicable, is diligently defending such proceeding in good faith and on reasonable grounds as determined by the Purchaser, acting reasonably and (ii) such proceeding does not in the reasonably held opinion of the other Party materially adversely affect the ability of the Company or the Purchaser, as applicable, to carry on its business and to perform and satisfy all of its obligations hereunder.

“ Insolvency Legislation ” means legislation in any applicable jurisdiction relating to reorganization, arrangement, compromise or re-adjustment of debt, dissolution or winding-up, or any similar legislation, and specifically includes for greater certainty the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada).

“ Intellectual Property ” means domestic, foreign and worldwide: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non- public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property.

“ Intended Tax Treatment ” has the meaning specified in Section 2.16.

“ Interim Order ” means the interim order of the Court, to be issued following the application therefor contemplated by Section 2.2, after being informed of the intention of the Parties to rely upon the exemption from registration under U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect to the Arrangement Issued Securities issued pursuant to the Arrangement in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Interim Period ” means the period commencing on the date of the Arrangement Agreement and ending immediately prior to the Acquisition Effective Time.

“ Key Individuals ” means Kevin Murphy , Glen Leibowitz, Robert Daino, James Doherty and Tyson MacDonald .

“ Key Subsidiaries ” means High Street, Acreage Holdings WC, Inc. and Acreage Holdings America, Inc.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, official guidance, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“ LIBOR ” means:

provided that, in no event shall LIBOR be less than 0% per annum.

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“ Lock-Up and Incentive Agreement ” means each agreement to be entered into between each of the Key Individuals, the Company and the Purchaser at or prior to the Effective Time, substantially in the form attached hereto as Schedule H.

“ Matching Period ” has the meaning specified in Section 5.1(7)(e).

“ Material Contract ” means any Contract of either the Company or any of its Subsidiaries, as applicable:

“ material fact ” has the meaning specified in the Securities Act (Ontario).

“ Material Representations ” means the representations and warranties of the Company contained in Sections (b), (c), (d), (e), (f), (g), (r), (u)(i), (u)(ii), (u)(iii), (u)(iv), (w)(i), (w)(v), (x)(i), (x)(iii), (z), (aa)(i), (aa)(iii), (aa)(iv), (aa)(x), (bb), (cc), (hh), and (mm) of Schedule D hereto.

“ Merger ” means the transactions described in Subsection 3.1 of the Plan of Arrangement.

“ MD&A ” means management’s discussion and analysis.

“MI 61-101 ” means Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions .

“ Misrepresentation ” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“ NYSE ” means the New York Stock Exchange.

“ officer ” has the meaning specified in the Securities Act (Ontario).

“ Option Premium ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Ordinary Course ” means, with respect to an action taken by a Party, that such action is consistent with the past practices of such Party (and in the case of the Company, since November 14, 2018) and is taken in the ordinary course of the normal day-to-day operations of the business of such Party but excludes non-arm’s length transactions.

“ Parties ” means the Company and the Purchaser and “ Party ” means any one of them.

“ Payment Agent ” me ans Odyssey Trust Company , or any other payment agent or trust company, bank or financial institution as the Company may appoint to act as payment agent with the approval of the Purchaser, acting reasonably, for the purpose of, among other things, paying the Option Premium to Company Shareholders in connection with the Arrangement.

“ Permitted Liens ” means, in respect of the Company or any of its Subsidiaries, any one or more of the following:

“ Person ” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Personal Data ” means any information that, alone or in combination with other information, allows the identification of an individual, including name, street address, telephone number, e-mail address, photograph, social security number, driver’s license number, passport number or customer or account number, IP address, and any persistent identifier or any other information that is otherwise considered personal information, personal data, protected health information, or other personally identifiable information under applicable Law, and excludes Business Contact Data.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule A hereto, subject to any amendments or variations to such plan made in accordance with Section 8.1 hereof, Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Pre-Acquisition Reorganization ” has the meaning specified in Section 4.5(1).

“ Privacy and Information Security Requirements ” means (i) all Laws that govern Processing of Personal Data, data privacy or information security in the United States and Canada; (ii) all Laws applicable to the information security of Company Systems; (iii) all Contracts that relate to the Processing of Personal Data and/or protecting the security or privacy of personally identifiable information or personal data as such terms are defined under applicable Laws; (iv) all Privacy Notices; (v) all requirements of the Personal Information Protection and Electronic Documents Act (Canada); and (vi) the Payment Card Information Data Security Standards.

“ Privacy Notices ” means any notices, policies, disclosures, or public representations by the Company or any of its Subsidiaries in respect of the Company or the respective Subsidiary’s Processing of Personal Data or privacy practices.

“ Process ” or “ Processing ” means the collection, use, storage, processing, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium).

“ Profit Interests ” means the Class C-1 units in the capital of High Street ‎outstanding from time to time.

“ Pro-Forma Adjusted EBITDA ” means earnings before interest, income taxes, depreciation and amortization of the Company, on a consolidated basis, together with that of (A) each entity with which the Company has a management services agreement in place, and (B) each entity acquired by the Company during the applicable financial year for the period from January 1 of such year through to the date of completion of the applicable acquisition, in each case adjusted to exclude (i) income from investments, (ii) equity-based compensation, (iii) non-recurring expenses associated with public listing, and (iv) fair value adjustments on biological assets and derivative liabilities.

“ Purchaser ” has the meaning specified in the preamble.

“ Purchaser Acquisition Closing Conditions ” has the meaning specified in Section 6.2(2).

“ Purchaser Approved Share Threshold ” means 58,000,000 Company Shares, including for greater certainty any securities issued by the Company or High Street that are convertible, exchangeable, redeemable, retractable or exercisable for or into Company Shares but excluding for greater certainty: (i) 51,519,116 Company Subordinate Voting Shares which are issued and outstanding as of the date of this Agreement; (ii) 72,494,566 Company Subordinate Voting Shares which may be issued by the Company upon the conversion, exchange or exercise of Company Proportionate Voting Shares, Company Multiple Voting Shares, High Street Units, Company Options, Company Compensation Options, Company RSUs and USCo2 Class B Shares, which are issued and outstanding as of the date of this Agreement; (iii) an aggregate of up to 5,221,905 Company Subordinate Voting Shares in respect of certain potential acquisitions as set out in Schedule (f)(ii) of the Company Disclosure Schedule; and (iv) an aggregate of up to 1,000,000 Company RSUs issuable to holders of unvested Company Options, unvested Company RSUs and unvested Profit Interests.

“ Purchaser Call Option ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Purchaser Call Option Exercise Notice ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Purchaser Change of Control ” means any business consolidation, amalgamation, arrangement, merger, redemption, compulsory acquisition or similar transaction of or involving the Purchaser, or a sale or conveyance of all or substantially all of the assets of the Purchaser to any other body corporate, trust, partnership or other entity, but excluding, for greater certainty, any transactions involving the Purchaser and one or more of its Subsidiaries.

“ Purchaser Circular ” means the notice of the Purchaser Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Purchaser Shareholders in connection with the Purchaser Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Purchaser Filings ” means all documents publicly filed under the profile of the Purchaser on SEDAR since January 1, 2018.

“ Purchaser Material Adverse Effect ” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances is or would reasonably be expected to be material and adverse to the business, results of operations, assets, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Purchaser and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from:

provided, however, that with respect to clauses (a) through to and including (e), such matter does not have a materially disproportionate effect on the Purchaser and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industry or markets in which the Purchaser and/or its Subsidiaries operate, and unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Purchaser Material Adverse Effect” has occurred.

“ Purchaser Meeting ” means the special meeting of Purchaser Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held to consider the Purchaser Shareholder Resolution.

“ Purchaser Shareholders ” means the registered or beneficial holders of Purchaser Shares.

“ Purchaser Shareholder Approval ” means the approval by the Purchaser Shareholders of the Purchaser Shareholder Resolution at the Purchaser Meeting.

“ Purchaser Shareholder Resolution ” means the ordinary resolutions to be considered at the Purchaser Meeting approving (i) the issuance by the Purchaser of the Purchaser Shares pursuant to the Plan of Arrangement, (ii) the amendments to the CBG Group Warrants pursuant to the terms of the CBG Group Consent Agreement, and (iii) the issuance by the Purchaser of the CBG Group Top-Up Shares, pursuant to the terms of the CBG Group Investor Rights Agreement, all in connection with the Arrangement and substantially in the form set forth in Schedule C hereto.

“ Purchaser Shares ” means common shares in the capital of the Purchaser.

“ Real Property ” means all land, together with all buildings, structures, improvements, and fixtures located therein or thereon, together with all easements, privileges, rights-of-way, benefits, hereditaments and all other rights and interests pertaining, benefiting or appurtenant to them (including air, oil, gas, mineral, and water rights).

“ recognized stock exchange ” means a recognized stock exchange for the purposes of the Tax Act.

“ Registrar ” means the person appointed as the Registrar of Companies pursuant to Section 400 of the BCBCA.

“ Regulatory Approval ” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, and with respect to such consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, it shall not have been withdrawn, terminated, lapsed, expired or is otherwise no longer effective.

“ Replacement Compensation Option ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Replacement Option ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Replacement RSU ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ Representatives ” means a Party’s directors, officers, employees and advisors.

“ Required Company Shareholder Approval ” has the meaning specified in Section 2.2(1)(b).

“ Required Purchaser Shareholder Approval ” has the meaning specified in Section 2.5(5).

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

“ Securities Authorities ” means all applicable securities regulatory authorities, including the applicable securities commissions or similar regulatory authorities in each of the provinces of Canada

“ Securities Laws ” means the Securities Act (Ontario) and any other applicable provincial securities Laws.

“ SEDAR ” means the System for Electronic Document Analysis Retrieval.

“ Software ” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“ Subject Securities ” has the meaning specified in Section 2.2(2).

“ Subsidiary ” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions as in effect on the date of this Agreement and includes, for greater certainty, the Key Subsidiaries, whether or not the Key Subsidiaries meet the definition of “Subsidiary” specified in National Instrument 45-106 – Prospectus Exemptions .

“ Superior Proposal ” means any unsolicited bona fide written Acquisition Proposal from a third party or parties, made after the date of this Agreement, to acquire not less than all of the outstanding Company Shares or all or substantially all of the assets of the Company on a consolidated basis that:

“ Superior Proposal Notice ” has the meaning specified in Section 5.1(7)(c).

“ Support and Voting Agreements ” means, collectively, the support and voting agreements dated the date hereof between the Purchaser and each of the Company Locked-up Shareholders, substantially in the form of Schedule F hereto, setting forth the terms and conditions upon which the Company Locked-up Shareholders have agreed, among other things, to vote their Company Shares in favour of the Arrangement.

“ Tax Ac t” means the Income Tax Act (Canada), as amended from time to time.

“ Tax Receivable Agreement ” means the tax receivable agreement dated November 14, 2018 between Acreage Holdings America, Inc., High Street and certain executive employees of the Company, and includes the Tax Receivable Bonus Plan, as may be revised in accordance with the terms set forth in Exhibit 1 hereto in order to carry out the intentions of the Parties.

“ Tax Receivable Bonus Plan ” means the tax receivable bonus plan dated November 14, 2018 established by Acreage Holdings America, Inc. in accordance with the Tax Receivable Agreement, as may be revised to carry out the intentions of the Parties to this Agreement.

“ Tax Receivable Bonus Plan 2 ” means the tax receivable bonus plan to be dated as of the Effective Date established by Acreage Holdings America, Inc., in accordance with the Tax Receivable Agreement, as may be revised to carry out the intentions of the Parties to this Agreement.

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“ Taxes ” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity (excluding stock exchange fees and charges), whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“ Terminating Party ” has the meaning specified in Section 4.8(3).

“ Termination Fee ” has the meaning specified in Section 8.2.

“ Termination Fee Event ” has the meaning specified in Section 8.2.

“ Termination Notice ” has the meaning specified in Section 4.8(3).

“ Trademark and Technology License ” means the non-exclusive, non-transferrable, royalty-free license to be entered into between the Company and the Purchaser at or prior to the Effective Time, whereby the Purchaser shall grant the Company the right to use certain Intellectual Property of the Purchaser and its affiliates in the United States, substantially in the form attached as Schedule G hereto.

“ Triggering Event Date ” means the date federal laws in the United States are amended to permit the general cultivation, distribution and possession of marijuana (as defined in 21 U.S.C 802) or to remove the regulation of such activities from the federal laws of the United States.

“ Triggering Event Notice ” has the meaning specified in Section 1.1 of the Plan of Arrangement.

“ TSX ” means the Toronto Stock Exchange.

“ United States ” and “ U.S. ” each mean the United States of America, its territories and possessions, any State of the United States and the District of Colombia.

“ USCo2 ” means Acreage Holdings WC, Inc. a Subsidiary of the Company.

“ USCo2 Class B Holders ” means holders of USCo2 Class B Shares.

“ USCo2 Class B Shares ” means Class B non-voting common shares in the capital of USCo2 outstanding as of the date of this Agreement.

“ USCo2 Constating Documents ” means the constating documents of USCo2, as may be revised in accordance with the terms set forth in Exhibit 1 hereto in order to carry out the intentions of the Parties.

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“ U.S. GAAP ” means United States generally accepted accounting principles, as in effect from time to time, applied on a consistent basis.

“ U.S. Investment Company Act ” means the United States Investment Company Act of 1940, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“ U.S. Tax Code ” means the United States Internal Revenue Code of 1986, as amended.

In this Agreement, unless otherwise specified:

The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

Article 2
THE ARRANGEMENT

The Company and the Purchaser agree that the Arrangement shall be implemented in accordance with, and subject to the terms and conditions of, this Agreement and the Plan of Arrangement. The Arrangement shall become effective in accordance with the Plan of Arrangement at the times specified in the Plan of Arrangement. The Company agrees to file, or cause to be filed, the Arrangement Filings to implement the Plan of Arrangement in accordance with, and subject to the terms and conditions of, this Agreement. From and after the Effective Time, the Company and the Purchaser shall each effect and carry out the steps, actions or transactions to be carried out by them pursuant to the Plan of Arrangement.

(a)       for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;

(b)       that the required level of approval (the “ Required Company Shareholder Approval ”) for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Subordinate Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; (ii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Proportionate Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; (iii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Multiple Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; and (iv) if required by applicable Law, a simple majority of the votes cast on the Arrangement Resolution excluding the votes for Company Shares held by “related parties” and “interested parties” as defined under MI 61-101;

(c)       that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting;

(d)       for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;

(e)       for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(f)       that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;

(g)       confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;

(h)       that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and

(i)       for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

The Company shall:

(a)       convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating Documents and applicable Law, including the policies of the CSE, as soon as practical and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4, on or before June 28, 2019 (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Purchaser in providing the information required pursuant to Section 2.4(4)) and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:

(b)       subject to compliance by the directors and officers of the Company with their fiduciary duties and the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Arrangement and the completion of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, and at the Purchaser’s sole expense, subject to the Company’s mutual agreement, using the services of dealers and proxy solicitation services, consulting with the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit the Purchaser to assist and participate in all calls and meetings with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions;

(c)       provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Company, as reasonably requested in writing from time to time by the Purchaser;

(d)       consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting;

(e)       promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last ten Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution;

(f)       promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person;

(g)       not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to any claims regarding the Arrangement or Dissent Rights without the prior written consent of the Purchaser;

(h)       not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law or with the Purchaser’s consent; and

(i)       at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUs), and (iii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares.

Following approval of the Arrangement Resolution at the Company Meeting and the Purchaser Shareholder Resolution at the Purchaser Meeting, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than two Business Days after the later of when the Arrangement Resolution and Purchaser Shareholder Resolution has received the Required Company Shareholder Approval at the Company Meeting and the Required Purchaser Shareholder Approval at the Purchaser Meeting, respectively, and, if at any time after the issuance of the Final Order and on or before the Effective Date, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it will only do so after prior notice to the Purchaser, and affording the Purchaser a reasonable opportunity to consult with the Company regarding the same.

The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

(a)       diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;

(b)       provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;

(c)       provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;

(d)       ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;

(e)       not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;

(f)       oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and

(g)       not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

The Parties acknowledge and agree that all Company Options, Company Compensation Options and Company RSUs that are not exercised, whether conditionally or otherwise, and all High Street Units and USCo2 Class B Shares that are not exchanged for Company Shares, prior to the Acquisition Effective Time and that remain outstanding immediately prior to the Acquisition Effective Time shall be treated in accordance with the provisions of the Plan of Arrangement, and the Company and the Purchaser shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.

The Purchaser will, (i) following receipt of the Final Order and prior to filing the Arrangement Filings with the Registrar, deliver or cause to be delivered to the Payment Agent in escrow pending the Effective Time (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably), sufficient cash to pay the Aggregate Option Premium payable to Effective Time Company Shareholders under the Arrangement, (ii) not less than two Business Days prior to the Acquisition Date, deliver or cause to be delivered to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) that number of Consideration Shares that holders of Company Shares are entitled to receive under the Plan of Arrangement, along with any treasury directions addressed to Purchaser’s transfer agent as may be necessary; (iii) reserve and authorize for issuance such number of additional Purchaser Shares as shall be necessary to issue to High Street Holders and USCo2 Class B Holders upon the exchange or redemption of their High Street Units and USCo2 Class B Shares, respectively, for Company Subordinate Voting Shares at the Exchange Ratio, in accordance with the terms thereof; and (iv) reserve and authorize for issuance such number of additional Purchaser Shares as shall be necessary to issue to holders of Replacement RSUs, Replacement Options and Replacement Compensation Options issued by the Company or High Street upon exercise, exchange or conversion of any such Convertible Securities. The Option Premium payable to the High Street Holders and USCo2 Class B Holders shall be ‎treated as payment for the right to acquire the Common Membership Units and the Profit Interests of the High Street Holders and the USCo2 Class B Shares of the USCo2 Class B Holders pursuant to Exhibit 1.

The Company will give the Purchaser prompt notice of receipt of any written notice of any dissent or purported exercise by any Company Shareholder of Dissent Rights, any withdrawal of such a notice, and any other instruments served pursuant to Dissent Rights and received by the Company. The Company shall not make any payment or settlement offer, or agree to any such settlement, or conduct any negotiations prior to the Effective Time with respect to any such dissent, notice or instrument unless the Purchaser, acting reasonably, shall have given its written consent.

Subject to compliance with Section 5.3(b) of the Plan of Arrangement, the Payment Agent, the Depositary, the Purchaser and the Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Company Securityholder such amounts as the Purchaser, the Payment Agent, the Depositary and the Company (as applicable) are required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. To the extent necessary, such deductions and withholdings may be effected by selling any Consideration Shares to which any such Person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the Person entitled thereto as soon as reasonably practicable

The Parties agree that the Arrangement will be carried out with the intention that all Arrangement Issued Securities will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate the Purchaser’s compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis:

(a)       pursuant to Section 2.2(2), prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities pursuant to the Arrangement based on the Court’s approval of the Arrangement;

(b)       prior to the issuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting;

(c)       the Court will be requested to satisfy itself as to the substantive and procedural fairness of the Arrangement to the holders of Subject Securities;

(d)       the Company will ensure that each Company Shareholder and any other Person entitled to receive Arrangement Issued Securities pursuant to the Arrangement will be given adequate and appropriate notice advising them of their right to attend the hearing of the Court to give approval to the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(e)       all Persons entitled to receive Arrangement Issued Securities pursuant to the Arrangement will be advised that such Arrangement Issued Securities issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser;

(f)       the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as fair and reasonable to all Persons entitled to receive Arrangement Issued Securities pursuant to the Arrangement;

(g)       the Interim Order approving the Company Meeting will specify that each Person entitled to receive Arrangement Issued Securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time;

(h)       holders of Company Options entitled to receive Replacement Options, holders of Company Compensation Options entitled to receive Replacement Compensation Options and holders of Company RSUs entitled to receive Replacement RSUs pursuant to the Arrangement will be advised that the Replacement Options, the Replacement Compensation Options and the Replacement RSUs, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Purchaser in reliance on the exemption provided under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options, Replacement Compensation Options and the vesting of Replacement RSUs; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options, the Replacement Compensation Options and the vesting of the Replacement RSUs cannot be issued in the U.S. or to a Person in the U.S. in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options, the Replacement Compensation Options and the Replacement RSUs may only be exercised and the underlying Purchaser Shares issued pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws;

(i)       each holder of Subject Securities will be advised that with respect to Arrangement Issued Securities issued to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. securities Laws, including Rule 144 under the U.S. Securities Act;

(j)       the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and

(k)       the Company shall request that the Final Order shall include a statement to substantially the following effect:

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the offer and sale of securities of the Purchaser pursuant to the Plan of Arrangement.”

Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Acquisition Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any reclassification, split, consolidation, stock dividend or distribution upon the issued and outstanding Purchaser Shares, or the Purchaser shall make any rights offering to the holders of the issued and outstanding Purchaser Shares, or similar event (each, an “ Exchange Ratio Adjustment Event ”), then the Exchange Ratio specified in the Plan of Arrangement shall be adjusted in such a manner and to such an extent so as to ensure that, under the Arrangement, Company Shareholders receive the same economic proportionate ownership interest in the Purchaser following such Exchange Ratio Adjustment Event as they would otherwise have received under the Arrangement had such Exchange Ratio Adjustment Event not occurred, and the number of Purchaser Shares to be issued to Company Shareholders pursuant to the Arrangement shall be adjusted accordingly. For the purposes of this Section 2.14 the term “Purchaser Shares” shall, following a Purchaser Change of Control, be deemed to include any securities that are included in any Alternate Consideration.

It is intended by the Parties that (a) the transactions included in the Merger shall be treated as a single integrated transaction for U.S. federal income tax purposes, (b) for U.S. federal income tax purposes, the Merger shall qualify as a “reorganization” within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the U.S. Tax Code, not subject to gain recognition under Section 367 of the U.S. Tax Code, and (c) for Canadian federal income tax purposes, the Merger shall qualify as an amalgamation as defined in subsection 87(9) of the Tax Act. Except as otherwise required by applicable Law, in any Tax filing or proceeding the Parties shall not take any position inconsistent with the intended U.S. and Canadian federal income tax treatment of the Merger that is described in the immediately preceding sentence (the “ Intended Tax Treatment ”). In the event the Parties determine that the Acquisition should not qualify for the Intended Tax Treatment, they shall cooperate in good faith to restructure the transaction on substantially equivalent economic terms to the extent reasonably possible to cause the Acquisition to so qualify; provided, however, that if the Parties cannot agree on any such modification then the transaction shall be consummated in accordance with the terms and conditions of the Arrangement Agreement and Plan of Arrangement notwithstanding that it may not qualify for the Intended Tax Treatment.

The Purchaser shall make joint elections with Eligible Company Canadian Shareholders in respect of the disposition of their Company Shares pursuant to Section 85 of the Tax Act (or any similar provision of any provincial tax legislation) in accordance with the procedures and within the time and other limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each Eligible Company Canadian Shareholder in his or her sole discretion within the limits set out in the Tax Act.

Article 3
REPRESENTATIONS AND WARRANTIES

Article 4
COVENANTS

(a)       amend its Constating Documents or, in the case of any Key Subsidiary which is not a corporation, its similar organizational documents, except as permitted or required pursuant to the Plan of Arrangement;

(b)       split, combine or reclassify any Company Shares or any other securities of the Company or any of the Key Subsidiaries;

(c)       redeem, repurchase, or otherwise acquire, or offer to redeem, repurchase or otherwise acquire, Company Shares or any other securities of the Company or any of the Key Subsidiaries, other than redemptions, repurchases or other acquisitions of Company Shares made pursuant to rights of exchange or conversion attached to securities of the Company, High Street or USCo2 issued and outstanding as of the date of this Agreement;

(d)       amend the terms of any of the securities of the Company or any Key Subsidiary, except as permitted or required pursuant to the Plan of Arrangement;

(e)       reduce the stated capital of any class or series of the Company Shares;

(f)       reorganize, amalgamate or merge the Company or any Key Subsidiary;

(g)       undertake any voluntary dissolution, liquidation or winding-up of the Company or any Key Subsidiary or any other distribution of assets of the Company or any Key Subsidiary for the purpose of winding-up its affairs;

(h)       adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of the Key Subsidiaries; or

(i)       pledge or otherwise encumber, or authorize the pledge or other encumbrance of any Company Shares or any other securities of the Company or any of the Key Subsidiaries, or any options, warrants, restricted share units or similar rights exercisable or exchangeable for or convertible into Company Shares or any other securities of the Company or any of the Key Subsidiaries, or other rights that are linked to the price or the value of Company Shares or any other securities of the Company or any of the Key Subsidiaries.

(a)       declare, set aside or pay any dividend or other distribution of any kind or nature (whether in cash, stock or property or any combination thereof) in respect of any securities, other than dividends between two wholly-owned Subsidiaries and tax distributions from High Street to the extent permitted in the Tax Receivable Agreement and/or the High Street Operating Agreement;

(b)       make any bonus or profit sharing distribution or similar payment of any kind to any officer, director, Company Employee or consultant that is materially inconsistent with the bonus or profit sharing distribution or similar payments of any kind that are made by the Purchaser to its officers, directors, employees or consultants except to the extent that any such bonus, profit sharing, distribution or similar payment is made pursuant to the Company Equity Incentive Plan or policy approved by the Company Board in the Ordinary Course;

(c)       use commercially reasonable efforts to retain the services of each of the Key Individuals, unless such Key Individual materially breaches his or her employment agreement with the Company, and the Company will promptly provide written notice to the Purchaser of the resignation or termination of any Key Individual;

(d)       except as required by applicable Law:

(e)       make any loan to any officer, director, Company Employee or consultant of the Company or any of its Subsidiaries;

(f)       sell all or substantially all of the assets of the Company or any of the Subsidiaries.

(g)       acquire any asset or property from any officer, director, Company Employee or consultant of the Company or its Subsidiaries, unless the value of the consideration paid by the Company or any of its Subsidiaries is equal to the fair market value of such assets or property acquired and provided that any such transaction is publicly disclosed by the Company in a material change report as required by MI 61-101;

(h)       dispose of any asset or property to any officer, director, Company Employee or consultant of the Company or any of its Subsidiaries, unless (except with respect to any such dispositions of Company Intellectual Property Rights) the value of the consideration received by the Company or its Subsidiaries is equal to the fair market value of such assets or property disposed of and provided that any such transaction is publicly disclosed by the Company in a material change report as required by MI 61-101;

(i)       enter into any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any successor thereto or any Subsidiary, or that would, after the Effective Time, limit or restrict in any material respect the Company or any of its affiliates from competing in any manner;

(j)       enter into any Contract containing any provision restricting or triggered by the transactions contemplated herein;

(k)       enter into any Contract for Company Debt if such Contract would:

(l)       incur, in the aggregate, Company Debt equal to the greater of (i) $750,000,000; or (ii) such amount of Company Debt as when issued, would result in a Debt Coverage Ratio exceeding 1.25:1;

(m)       knowingly take any action or fail to take any action which action or failure to act would result in the loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted that would cause a Company Material Adverse Effect, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Authorizations as would have a Company Material Adverse Effect;

(n)       abandon or fail to diligently pursue any application for any licences, permits, Authorizations or registrations that would cause a Company Material Adverse Effect;

(o)       grant or commit to grant a licence or otherwise transfer abandon, or permit to become abandoned any Intellectual Property or exclusive rights in or in respect thereof that would reasonably be expected to have a Company Material Adverse Effect;

(p)       materially change its business or regulatory strategy, including, without limitation, engaging in any new business, enterprise or other activity that is materially different from the Ordinary Course of the existing businesses of the Company; or

(q)       authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

Notwithstanding any other provision hereof, nothing contained in this Agreement shall preclude the Company and its Subsidiaries from completing the sale of Real Property to arm’s length Persons as may be determined by the Company from time to time, provided that no such sale of Real Property shall be made for less than the fair market value of such Real Property.

(a)       not merge or amalgamate with any other third-party where the Company is not the surviving entity;

(b)       use commercially reasonable efforts to preserve its listing on a recognized stock exchange; and

(c)       use commercially reasonable efforts to preserve its status as a reporting issuer not in default in the Province of Ontario.

(a)       do or cause to be done all things necessary to preserve and maintain the existence of the Company and the Key Subsidiaries;

(b)       not issue additional Company Shares or securities convertible, exchangeable or exercisable for or into Company Shares, including any Company Securities or High Street Units, in excess of the Purchaser Approved Share Threshold;

(c)       not issue additional USCo2 Class B Shares or securities convertible, exchangeable or exercisable for or into USCo2 Class B Shares;

(d)       not issue additional High Street Units or securities convertible, exchangeable or exercisable for or into High Street Units for cash proceeds;

(e)       not issue additional Company Shares prior to the Company’s receipt of the Required Company Shareholder Approval, provided that the Company shall be permitted to issue Company Shares prior to the Company’s receipt of the Required Company Shareholder Approval, subject to the restrictions in Section 4.1(5)(b), if the acquirer of such Company Shares enters into a voting support agreement with the Purchaser in such form as the Purchaser may request; and

(f)       ensure that any options, warrants or other convertible securities (the “ Convertible Securities ”) issued by the Company or High Street shall include customary change of control provisions such that, following the Acquisition Date, upon exercise, exchange or conversion of any Convertible Securities, holders of Convertible Securities shall only be entitled to receive, in lieu of Company Shares such number of Purchaser Shares as each holder would have been entitled to receive had the holder of the Convertible Security exercised, exchanged or convert such Convertible Security prior to the Acquisition Date.

(a)       immediately notify the Purchaser orally and then promptly notify the Purchaser in writing of any “material change” (as defined in the Securities Act (Ontario)) in relation to the Company on a consolidated basis;

(b)       notify the Purchaser at least five Business Days prior to entering into any Contract with respect to the disposition of any Real Property with a value of $20,000,000 or more;

(c)       notify the Purchaser at least five Business Days prior to entering into any Contract with respect to any business combination, merger or acquisition of assets with a value of $20,000,000 or more; and

(d)       provide the Purchaser with a Company Report promptly and, in any event not later than five Business Days following the end of a fiscal quarter during which the subject matter of the Company Report was addressed; provided, however, that the Company shall not be required to provide any information (including a Company Report) to the Purchaser if, and to the extent that, such disclosure (i) would breach solicitor-client privilege, (ii) would breach contractual confidentiality obligations of the Company or any of its Subsidiaries, or (iii) relates to this Agreement, the transactions contemplated herein or any agreement or prospective agreement with, or relating to, or in any way conflicting with, the Purchaser or any its Affiliates or their related parties.

(a)       satisfy, or cause the satisfaction of, all conditions precedent to be fulfilled by it in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;

(b)       as soon as practicable following execution of this Agreement, obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are:

in each case, on terms reasonably satisfactory to the Purchaser;

(c)       at any time following the date of this Agreement and, in any event, not later than as soon as practicable following the exercise or deemed exercise of the Purchaser Call Option, obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are:

in each case, on terms reasonably satisfactory to the Purchaser;

(d)       oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement or the Acquisition, as applicable, and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

(e)       revise the High Street Operating Agreement as mutually agreed between the Company and the Purchaser in accordance with the principal terms set forth in Exhibit 1 hereto;

(f)       revise the USCo2 Constating Documents as mutually agreed between the Company and the Purchaser in accordance with the principal terms set forth in Exhibit 1 hereto;

(g)       revise the Tax Receivable Agreement as mutually agreed between the Company and the Purchaser in accordance with the principal terms set forth in Exhibit 2 hereto;‎

(h)       not taking any action, or refrain from taking any action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the Acquisition, as applicable, or the transactions contemplated by this Agreement; and

(i)       at any time following the date of this Agreement and, in any event, not ‎later than following the exercise or deemed exercise of the Purchaser Call Option, satisfy, or cause the satisfaction of, all of the Acquisition Closing Conditions.

(a)       any Company Material Adverse Effect;

(b)       any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;

(c)       any notice or other communication from any Person to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement;

(d)       any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser);

(e)       any notice or other communication from any Person indicating that a Permitted Lien held by such Person may or will be exercised;

(f)       any notice or other communication from any Governmental Entity regarding the revocation or threatened revocation of any material Regulatory Approval; or

(g)       any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries.

(a)       can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date;

(b)       is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect;

(c)       does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries;

(d)       does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law;

(e)       does not require the approval of the Company Shareholders;

(f)       would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and

(g)       would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement).

(a)       cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time or to the Acquisition Effective Time, as applicable; or

(b)       result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.

Subject to applicable Laws, the Purchaser and the Company shall use their commercially reasonable best efforts promptly following the Acquisition Effective Time to cause the Company Shares to be de-listed from the CSE and the Consideration Shares, together with such other Purchaser Shares issuable (i) upon exercise of Replacement Options, Replacement RSUs and Replacement Compensation Options issued pursuant to Section 2.8 hereof and the Plan of Arrangement; and (ii) Purchaser Shares issuable upon exchange or redemption of High Street Units and USCo2 Class B Shares, to be listed on the TSX and the NYSE, or such other recognized stock exchange(s) on which the Purchaser Shares are listed, with effect promptly following the Acquisition Effective Time.

Prior to the Acquisition Effective Time, the Company shall use its best efforts to cause, and it shall cause each of its Subsidiaries to use their respective best efforts to cause, all directors and officers of the Company and its Subsidiaries to provide resignations and mutual releases or failing which the Company shall terminate, or cause the Subsidiaries to terminate, such officers effective as at the Acquisition Effective Time. The Purchaser agrees that the Company, its Subsidiaries and any successor to the Company (including any surviving corporation) shall honour and comply with the terms of the indemnity provisions in the Company’s Articles and the constating documents of the Subsidiaries as of the date of this Agreement (and the Purchaser agrees that it shall not take any action to amend such provisions, insofar as they relate to such officers and directors) and all of the severance payment obligations of the Company or its Subsidiaries under the existing employment, consulting, change of control and severance agreements of the Company or its Subsidiaries that were in effect prior to the Acquisition Effective Time, provided such indemnity provisions and severance payments were not adopted or entered into by the Company or its Subsidiaries in violation of this Agreement. All such obligations to make payments under such indemnity and severance provisions shall be fully and completely disclosed by the Company to the Purchaser in writing as they become determinable up until the Acquisition Effective Time. The Company will use commercially reasonable efforts to cause the parties receiving severance payments to execute full and final mutual releases releasing each of such party and the Company and its Subsidiaries from all liability and obligations owed to one another, including in respect of the change of control entitlements in favour of the Company and in form and substance satisfactory to the Purchaser, acting reasonably.

Following the earlier of the delivery of the Purchaser Call Option Exercise Notice or a Triggering Event Date, the Parties shall take all commercially reasonable efforts to promptly satisfy the Acquisition Closing Conditions and complete any Pre-Acquisition Reorganization.

The Company shall use its commercially reasonable best efforts to facilitate the negotiation and entry into of the Lock-Up and Incentive Agreements prior to the Effective Date on the terms approved by the Company Board in connection with the approval of this Arrangement Agreement, or on such other terms as the Key Individuals and the Purchaser may agree upon, provided; however, that changes to the terms approved by the Company Board as of the date hereof shall, unless otherwise agreed to by the Company Board, only become effective concurrently with the consummation of the Acquisition.

The Purchaser hereby agrees that, to the extent that the Company is required to make any payment on account of Dissent Rights, it shall immediately, upon the transfer of such Company Shares held by a Dissenting Company Shareholder to the Company, make all such payments in respect of Dissent Rights, on behalf of the Company, to the Dissenting Company Shareholders when due and payable by the Company in accordance with Section 3.1(a) and Section 4.1 of the Plan of Arrangement.

Article 5
ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

(a)       solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding), any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b)       enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; or

(c)       make or propose publicly to make a Change in Recommendation;

provided , however, that nothing contained in this Section 5.1(1) or any other provision of this Agreement shall prevent the Company from, and the Company shall be permitted to: (i) engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal after the date hereof and prior to the Company Meeting, that did not result from a breach of this Section 5.1 and, subject to the Company’s compliance with Section 5.1(4), that the Company Board has determined constitutes or could reasonably be expected to result in a Superior Proposal, or (ii) provide information and access to properties, facilities, books or records of the Company pursuant to Section 5.1(6) to any Person where the requirements of Section 5.1(6) are met.

(a)       discontinue access to and disclosure of all information, including the Company Data Room and any confidential information, properties, facilities, books and records of the Company or any Subsidiary; and

(b)       within two Business Days of the date hereof, to the extent it is permitted to do so, request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any such Person other than the Purchaser; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(a)       the Company Board first determines in good faith, after consultation with its financial advisors and its outside counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, and, after consultation with its outside counsel, that the failure to engage in such discussions or negotiations would be inconsistent with the fiduciary duties of such directors under applicable Law;

(b)       such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or its Subsidiaries;

(c)       the Acquisition Proposal did not arise, directly or indirectly, as a result of a violation by the Company of this Section 5.1;

(d)       the Company enters into an Acceptable Confidentiality Agreement; and

(e)       the Company promptly provides the Purchaser with:

provided , however, that the Company may only provide the Person making the Acquisition Proposal with access to and disclosure of information, including the Company Data Room and any confidential information, properties, facilities, books and records of the Company or any Subsidiary for a period of ten Business Days after such Person is first afforded access to the books, records and personnel of the Company. For greater certainty, on the tenth Business Day after such Person is first afforded access to the books, records and personnel of the Company, the Company shall discontinue access to and disclosure of all information, including the Company Data Room and any confidential information, properties, facilities, books and records of the Company or any Subsidiary.

(a)       the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, business purpose or similar restriction;

(b)       the Acquisition Proposal, inquiry, proposal, offer or request did not arise, directly or indirectly, as a result of a violation by the Company of this Article 5;

(c)       the Company has delivered to the Purchaser a written notice of the determination of the Company Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Company Board to make a Change in Recommendation and/or enter into such definitive agreement promptly following the making of such determination (the “ Superior Proposal Notice ”);

(d)       the Company or its Representatives has provided the Purchaser with a copy of the proposed definitive agreement for the Superior Proposal;

(e)       at least five full Business Days (the “ Matching Period ”) have elapsed from the date on which the Purchaser has received each of (i) the Superior Proposal Notice, and (ii) a copy of the proposed definitive agreement for the Superior Proposal from the Company;

(f)       during any Matching Period, the Purchaser has been afforded the opportunity, in accordance with Section 5.1(8), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g)       after the Matching Period, the Company Board has determined in good faith, after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, as compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.1(8);

(h)       the Company Board has determined, in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that such Acquisition Proposal remains a Superior Proposal as compared to the Arrangement as proposed to be amended by the Purchaser and that it is necessary for the Company Board to enter into a definitive agreement with respect to such Superior Proposal in order to satisfy their fiduciary duties to the Company;

(i)       the Company concurrently terminates this Agreement pursuant to Section 7.2(1)(c)(ii); and

(j)       the Company has previously, or concurrently will have, paid to the Purchaser the Termination Fee.

Article 6
CONDITIONS

(a)        Arrangement Resolution . The Arrangement Resolution shall have been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order and applicable Law.

(b)        Interim and Final Order . Each of the Interim Order and the Final Order shall have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.

(c)        Stock Exchange Approvals . The necessary approvals, subject only to customary typical listing conditions, as the case may be, of each of the TSX, NYSE and the CSE shall have been obtained, to permit the (i) listing of the Consideration Shares, the Purchaser Shares issuable upon conversion, exercise, exchange or redemption, as applicable, of High Street Units, USCo2 Class B Shares, Replacement Options, Replacement RSUs and Replacement Compensation Options; (ii) the issuance of the Replacement Options, Replacement RSUs and Replacement Compensation Options; and (iii) the filing of the Arrangement Filings.

(d)        Illegality . No Law shall be in effect or proceeding shall have otherwise been taken that makes the consummation of the Arrangement illegal or otherwise, directly or indirectly, prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, with the exception of the Controlled Substances Act, 21 USC 801 et seq., as it applies to marijuana (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. federal law the violation of which is predicated upon a violation of the Controlled Substances Act as it applies to marijuana.

(e)        US Securities Law Matters . The Arrangement Issued Securities to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and pursuant to exemptions from applicable state securities laws, provided, however, that the Company shall be not entitled to the benefit of the conditions in this Section 6.1(1)(e), and shall be deemed to have waived such condition, in the event that the Company fails to: (A) advise the Court prior to the hearing in respect of the Interim Order that the Parties intend to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement; or (B) comply with the requirements set forth in Section 2.13.

(f)        Trademark and Technology License. The Company and the Purchaser shall have entered into the Trademark and Technology License.

(g)        Termination . This Agreement has not been terminated in accordance with its terms.

(a)        Representations and Warranties. The representations and warranties of the Company set forth in Section (b) (Organization and Qualification), Section (c) (Authority Relative to this Agreement), Section (f) (Capitalization), Section (w) (Authorizations), and Section (ff) (Brokers) of Schedule D were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, excepting de minimis inaccuracies, and all other representations and warranties of the Company set forth in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time in all respects, except where any failure or failures of such representations and warranties to be true and correct at such times would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect (disregarding any materiality or “Company Material Adverse Effect” qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect), in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and the Company shall have delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(b)        Performance of Covenants . The Company shall have fulfilled or complied in all material respects with each of the obligations and covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(c)        No Legal Action . As of the Effective Date, there shall be no action or proceeding (whether, for greater certainty, by a Governmental Entity or any Person other than the Purchaser or its Subsidiary) pending or threatened in any jurisdiction to:

(d)        Regulatory or Other Approvals . All Arrangement Regulatory Approvals and all other third party consents, waivers, permits, orders and approvals that are necessary, proper or advisable to permit the filing of the Arrangement Filings shall have been obtained or received on terms that are acceptable to the Purchaser, acting reasonably, and all waiting periods thereunder shall have expired or terminated.

(e)        Purchaser Shareholder Approval . The Purchaser Shareholder Resolution shall have been approved and adopted by the Purchaser Shareholders at the Purchaser Meeting in accordance with applicable Law and the CBG Group Agreements.

(f)        Company Material Adverse Effect . From the date of this Agreement until the Effective Time, there shall have not occurred a Company Material Adverse Effect, and the Company shall have delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(g)        Distributions . No cash distributions on the Company Shares, High Street Units (other than tax distributions with respect to High Street to the extent permitted in the Tax Receivable Agreement and/or the High Street Operating Agreement) or USCo2 Class B Shares, employee compensation adjustments or any grant of equity interests or other share-based compensation (including Company Options, Compensation Stock Options and/or Company RSUs) shall have been made by the Company after the date hereof prior to the Effective Date other than as contemplated in this Agreement.

(h)        Lock-Up and Incentive Agreements . Kevin Murphy shall have entered into a Lock-Up and Incentive Agreements with the Purchaser.

(i)        Dissent Rights . Dissent Rights shall not have been exercised with respect to more than 5.0% of the issued and outstanding Company Shares (assuming all securities convertible, exchangeable or exercisable into Company Shares, including the High Street Units, USCo2 Class B Shares, Company Compensation Options, Company Options and Company RSUs have been converted, exchanged or exercised).

(j)        High Street Operating Agreement . The High Street Operating Agreement shall have been amended as mutually agreed between the Company and the Purchaser, each acting reasonably, in accordance with the principal terms set forth in Exhibit 1 hereto.

(k)        USCo2 Constating Documents . The USCo2 Constating Documents shall have been amended as mutually agreed between the Company and the Purchaser, each acting reasonably, in accordance with the principal terms set forth in Exhibit 1 hereto.

(l)        Tax Receivable Agreement . The Tax Receivable Agreement shall have been revised as mutually agreed between the Company and the Purchaser, each acting reasonably, in accordance with the principal terms set forth in Exhibit 2 hereto.

(a)        Representations and Warranties . The Material Representations shall have been true and correct as of the date of this Agreement and the Effective Time, except where any failure or failures of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect (disregarding any materiality or “Company Material Adverse Effect” qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect), and the Company shall have delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Acquisition Date.

(b)        Approvals . All material Acquisition Regulatory Approvals shall have been obtained or received on terms that are acceptable to the Purchaser, acting reasonably .

(c)        Illegality . No Law shall be in effect and no proceeding shall otherwise have been taken that makes the consummation of the Acquisition illegal or otherwise, prohibits or enjoins the Company or the Purchaser from consummating the Acquisition.

(d)        Compliance with Laws . The Company and each of its Subsidiaries shall be in compliance with all applicable Laws, in all material respects in each jurisdiction in which it carries on business, provided that the Company and each of its Subsidiaries shall be in compliance with all applicable Laws with respect to marijuana, except where any non-compliance would not have a material and adverse effect on the Company or any of its Subsidiaries, and except that if the Purchaser has waived the Triggering Event Date to exercise the Purchaser Call Option, the Company and each of its Subsidiaries shall not be required to be in compliance with the Controlled Substances Act, 21 USC 801 et seq., as it applies to marijuana (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. federal law the violation of which is predicated upon a violation of the Controlled Substances Act as it applies to marijuana.

(e)        Licenses . Subject to Section 4.5, the Company shall have completed such Pre-Acquisition Reorganizations as may have been requested by the Purchaser in accordance with Section 4.5 so as to ensure that, as a result of the Acquisition, the Company will not be in default, or subject to the revocation, of Authorizations that have been issued to the Company which would otherwise cause a Company Material Adverse Effect.

(f)        Solvency . The Company shall not have been subject to an Insolvency Event during the Interim Period which remains uncured as at the Acquisition Effective Time.

(g)        Debt . The Company’s Debt-to-Equity Ratio at the Acquisition Effective Time shall be 0.5:1.0 or less.

(h)        Performance of Covenants . The Company shall have fulfilled or complied with each of the obligations and covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Acquisition Effective Time, except where any failure to perform any such obligations or covenants would not, individually or in the aggregate, be reasonably expected to have a material adverse impact on the Company, and the Company shall have delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Acquisition Date.

(a)        Representations and Warranties . The representations and warranties of the Purchaser shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time, in all respects, except where any failure or failures of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Purchaser Material Adverse Effect (disregarding any materiality or “Purchaser Material Adverse Effect” qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in such a Purchaser Material Adverse Effect), in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

(b)        Performance of Covenants . The Purchaser shall have fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

(c)        Approvals. All Arrangement Regulatory Approvals and all other third party consents, waivers, permits, orders and approvals that are necessary, proper or advisable to permit the filing of the Arrangement Filings shall have been obtained or received on terms that are acceptable to the Company, acting reasonably.

(d)        Purchaser Material Adverse Effect. Since the date of this Agreement, there shall have not occurred a Purchaser Material Adverse Effect and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

(e)        Deposit of Option Premium . Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser has deposited or caused to be deposited with the Payment Agent in escrow, the Aggregate Option Premium to be paid pursuant to the Arrangement.

(a)        Approvals . All Acquisition Regulatory Approvals, the failure of which to obtain would, individually or in the aggregate, be reasonably expected to have a Purchaser Material Adverse Effect or would be reasonably expected to be material and adverse to the Company Securityholders, shall have been obtained or received on terms that are acceptable to the Company, acting reasonably.

(b)        Deposit of Consideration . Following receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be, and prior to the Acquisition Date, the Purchaser shall have deposited or caused to be deposited with the Depositary in escrow, the consideration to be issued pursuant to the Acquisition.

(c)        Solvency . The Purchaser shall not have been subject to an Insolvency Event during the Interim Period which remains uncured as at the Acquisition Effective Time.

(d)        Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects with the covenants of the Purchaser contained in Section 4.6(1), Section 4.6(2) and Section 4.6(3), and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Acquisition Date.

(e)        Consideration . Any (i) Consideration Shares; (ii) Purchaser Shares issuable upon exchange or redemption of High Street Units and USCo2 Class B Shares; and (iii) Purchaser Shares issuable upon exercise of Replacement Compensation Options, Replacement RSUs and Replacement Options, as applicable, or to the extent applicable, any shares or securities to be issued as consideration in accordance with the provisions hereof, to be issued pursuant to the Acquisition, shall be approved for listing on a recognized stock exchange, subject only to the satisfaction of the customary listing conditions of such stock exchange, and not subject to resale restrictions in Canada by the recipients thereof.

Article 7
TERM AND TERMINATION

This Agreement shall be effective from the date hereof until the earliest of (i) the Acquisition Date, (ii) the Acquisition Closing Outside Date, and (iii) the termination of this Agreement in accordance with its terms.

If this Agreement is terminated or is no longer in effective pursuant to Section 7.1, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreement, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; and (b) this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Article 8
GENERAL PROVISIONS

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Acquisition Effective Time, be amended, subject to the Plan of Arrangement, the Interim Order and the Final Order, by mutual written agreement of the Parties, and any such amendment may, without limitation:

(a)       change the time for performance of any of the obligations or acts of the Parties;

(b)       waive any inaccuracies or modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

(c)       waive compliance with or modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or

(d)       waive compliance with or modify any mutual conditions contained in this Agreement.

(a)       by the Purchaser, pursuant to Section 7.2(1)(d)(ii);

(b)       by the Company pursuant to Section 7.2(1)(c)(ii);

(c)       by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) or Section 7.2(1)(b)(iv) or by the Purchaser pursuant to Section 7.2(1)(d)(i) if:

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to 50% or more.

(a)       a termination of this Agreement described in Section 8.2(2)(b) concurrently with the termination of this Agreement;

(b)       a termination of this Agreement described in Section 8.2(2)(a), within two Business Days of the occurrence of such Termination Fee Event; and

(c)       a termination of this Agreement described in Section 8.2(2)(c), on or prior to consummation of the Acquisition Proposal of the Company referred to in Section 8.2(2)(c).

Any notice, or other communication given regarding the matters contemplated by this Agreement (must be in writing, sent by personal delivery, courier or electronic mail) and addressed:

(a)       to the Purchaser at:

Canopy Growth Corporation

1 Hershey Drive

Smith Falls, Ontario K7A 0A8

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

Cassels Brock & Blackwell LLP

Suite 2100, Scotia Plaza

40 King Street West

Toronto, Ontario M5H 3C2

(b)       to the Company at:

Acreage Holdings, Inc.

366 Madison Avenue, 11th Floor

New York, New York 10017

with copies (which shall not constitute notice) to:

DLA Piper (Canada) LLP

Suite 6000, 1 First Canadian Place

Toronto, Ontario M5X 1E2

and

and

Cozen O’Connor

One Liberty Place, 1650 Market Street Suite 2800

Philadelphia, Pennsylvania 19103

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, same day courier or electronic mail, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day or (ii) if sent by overnight courier, on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

Time is of the essence in this Agreement.

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to specific performance and injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

This Agreement, including the Schedules hereto, the Company Disclosure Letter, the Confidentiality Agreement and the Trademark and Technology License constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement, the Confidentiality Agreement and the Trademark and Technology License. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement other than the Confidentiality Agreement and the Trademark and Technology License.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

No director or officer of the Purchaser or any of its Subsidiaries shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or any of its Subsidiaries. No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

Schedule A

PLAN OF ARRANGEMENT

- see attached -

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
INTERPRETATION

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Acquisition ” means the acquisition by the Purchaser of the issued and outstanding Company Shares following the exercise or deemed exercise of the Purchaser Call Option, pursuant to and in accordance with the Arrangement.

“ Acquisition Closing Conditions ” means the Company Acquisition Closing Conditions and the Purchaser Acquisition Closing Conditions.

“ Acquisition Closing Outside Date ” means the Purchaser Call Option Expiry Date, or, if (i) the Purchaser Call Option is exercised, or (ii) a Triggering Event Date occurs prior to the Purchaser Call Option Expiry Date, the date that is 12 months following such exercise of the Purchaser Call Option or Triggering Event Date, as applicable; provided that:

“ Acquisition Date ” means the date specified in a Purchaser Call Option Exercise Notice or Triggering Event Notice delivered in accordance with the terms of the Purchaser Call Option on which the closing of the purchase and sale of the Purchaser Call Option Shares pursuant to the Purchaser Call Option is to occur; provided that notwithstanding the foregoing, if the Acquisition Closing Conditions are not satisfied or waived prior to such date, the Acquisition Date shall automatically be extended, without any further action by any Person, to the date that is two Business Days following the satisfaction or waiver of the Acquisition Closing Conditions; provided further that under no circumstances shall the Acquisition Date be a date that is after the Acquisition Closing Outside Date.

“ Acquisition Effective Time ” means 12:01 a.m. (Vancouver time) on the Acquisition Date, or such other time on the Acquisition Date as the Parties agree to in writing before the Acquisition Date.

“ affiliate ” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions .

“ Aggregate Option Premium ” means US$300,000,000.

“ Alternate Consideration ” has the meaning specified in Section 1.1 of the Arrangement Agreement.

“ Arrangement ” means an arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or Section 6.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

“ Arrangement Filings ” means the records and information required to be provided to the Registrar under Section 292(a) of the BCBCA in respect of the Arrangement, together with a copy of the Final Order.

“ Arrangement Issued Securities ” means all securities (other than Mergeco Subordinate Voting Shares) to be issued pursuant to the Arrangement, including, for the avoidance of doubt, Company Subordinate Voting Shares issued pursuant to Sections 3.1(h)(i) and 3.1(h)(iii), all Purchaser Shares issued pursuant to Sections 3.1(h)(v) and 3.1(h)(vii)(F), Replacement Options, Replacement RSUs and Replacement Compensation Options.

“ Arrangement Resolution ” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting, substantially in the form attached as Schedule B to the Arrangement Agreement, with such amendments or variations as the Court may direct in the Interim Order with the consent of the Company and the Purchaser, each acting reasonably.

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

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Toronto, Ontario or Vancouver, British Columbia or New York, New York, as the context requires.

“ Call Option Grant Date ” means the date on which a Person grants, or is deemed to grant, a Purchaser Call Option to the Purchaser pursuant to Section 3.1(b) or Section 3.1(d).

“ Call Option Grantor ” means a Person who grants, or is deemed to grant, a Purchaser Call Option to the Purchaser pursuant to Section 3.1(b) or Section 3.1(d).

“ Common Membership Units ” means the common membership units in the capital of High Street outstanding from time to time, other than common membership units held by Acreage Holdings America, Inc. and USCo2.

“ Company ” means Acreage Holdings, Inc., a corporation organized under the BCBCA and treated as a “domestic corporation” for U.S. federal income tax purposes.

“ Company Acquisition Closing Conditions ” has the meaning specified in Section 1.1 of the Arrangement Agreement.

“ Company Canadian Shareholder ” means a Person (other than the Purchaser or an affiliate of the Purchaser) who is a Company Shareholder at the Acquisition Effective Time and who has indicated in the Letter of Transmittal (or in such other document or form, or in such other manner, as may be specified in the Company Circular) that the Company Shareholder is (i) resident in Canada for purposes of the Tax Act, or (ii) a “Canadian partnership” as defined in the Tax Act.

“ Company Circular ” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

“ Company Equity Incentive Plan ” means the Company’s omnibus equity plan, last approved by Company Shareholders on ‎November 6, 2018 and as proposed to be amended at the Company’s May 7, 2019 ‎shareholders’ meeting‎.

“ Company Meeting ” means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

“ Company Multiple Voting Shares ” means the shares in the capital of the Company designated as Class C multiple voting shares, each exchangeable for one Company Subordinate Voting Share and each entitling the holder thereof to 3,000 votes per share at shareholder meetings of the Company, and for greater certainty includes such Multiple Voting Shares following the alteration of the rights and restrictions of the existing Company Multiple Voting Shares pursuant to Section 3.1(e).

“ Company Non-Canadian Shareholder ” means a Company Shareholder (other than the Purchaser or an affiliate of the Purchaser) who is not a Company Canadian Shareholder.

“ Company Option In-The-Money-Amount ” in respect of a Company Option means the amount, if any, determined immediately before the Acquisition Effective Time, by which the total Fair Market Value of the Company Subordinate Voting Shares that a holder is entitled to acquire on exercise of the Company Option, exceeds the aggregate exercise price to acquire such Company Subordinate Voting Shares at that time.

“ Company Optionholder ” means a holder of Company Options.

“ Company Options ” means the options to purchase Company Subordinate Voting Shares issued pursuant to the Company Equity Incentive Plan, which are outstanding as of the Acquisition Effective Time.

“ Company Proportionate Voting Shares ” means the shares in the capital of the Company designated as Class B proportionate voting shares, each exchangeable for 40 Company Subordinate Voting Shares and each entitling the holder thereof to 40 votes per share at shareholder meetings of the Company, and for greater certainty includes such Proportionate Voting Shares following the alteration of the rights and restrictions of the existing Company Proportionate Voting Shares pursuant to Section 3.1(e).

“ Company RSUs ” means the restricted share units of the Company issued pursuant to the Company Equity Incentive Plan, which are outstanding as of the Acquisition Effective Time.

“ Company RSU Holders ” means the holders of Company RSUs.

“ Company RSU In-The-Money Amount ” in respect of a Company RSU means the amount, if any, by which the total Fair Market Value of the Company Subordinate Voting Shares that a holder is entitled to acquire on conversion of the Company RSUs, determined immediately before the Acquisition Effective Time, exceeds the aggregate acquisition price to acquire such Company Subordinate Voting Shares at that time.

“ Company Securities ” means, collectively, Company Shares, Company Options, Company RSUs and Company Compensation Options.

“ Company Share ” means a share in the capital of the Company, and includes the Company Subordinate Voting Shares, the Company Proportionate Voting Shares and the Company Multiple Voting Shares.

“ Company Shareholder ” means a registered or beneficial holder of one or more Company Shares, as the context requires.

“ Company Subordinate Voting Shares ” means the shares in the capital of the Company designated as Class A subordinate voting shares, each entitling the holder thereof to one vote per share at shareholder meetings of the Company, and for greater certainty includes such Subordinate Voting Shares following the alteration of the rights and restrictions of the existing Company Subordinate Voting Shares pursuant to Section 3.1(e).

“ Company Compensation Option Holder ” means a holder of one or more Company Compensation Options.

“ Company Compensation Option In-The-Money Amount ” in respect of a Company Compensation Option means the amount, if any, by which the total Fair Market Value of the Company Subordinate Voting Shares that a holder is entitled to acquire on exercise of the Company Compensation Option, determined immediately before the Acquisition Effective Time, exceeds the aggregate exercise price to acquire such Company Subordinate Voting Shares at that time.

“ Company Compensation Options ” means the compensation options to purchase Company Subordinate Voting Shares, and the warrants entitling the holders thereof to acquire Company Shares, which are outstanding as of the Acquisition Effective Time‎.

“ Consideration Shares ” means Purchaser Shares to be received by Company Shareholders (other than the Purchaser and its affiliates) pursuant to Sections 3.1(h)(v) or 3.1(h)(vii).

“ Court ” means the Supreme Court of British Columbia.

“ CSE ” means Canadian Securities Exchange.

“ Depositary ” means Computershare Trust Company of Canada, or any other depositary or trust company, bank or financial institution as the Purchaser may appoint to act as depositary with the approval of the Company, acting reasonably, for the purpose of, among other things, exchanging certificates representing Company Shares for Consideration Shares in connection with the Arrangement.

“ Dissent Rights ” has the meaning specified in Section 4.1.

“ Dissenting Company Shareholder ” means a registered holder of Company Shares who has properly exercised its Dissent Rights in respect of the Arrangement Resolution in accordance with Section 4.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately determined to be entitled to be paid the fair value of his, her or its Company Shares.

“ Dissenting Shares ” means the Company Shares held by Dissenting Company Shareholders in respect of which such Dissenting Company Shareholders have given Notice of Dissent.

“ Effective Date ” means the date on which the Arrangement Filings are filed with the Registrar in accordance with the terms of the Arrangement Agreement.

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as the Parties agree to in writing before the Effective Date.

“ Effective Time Company Shareholder ” means a Person who is a Company Shareholder (other than an Excluded Company Shareholder) immediately prior to the Effective Time.

“ Effective Time High Street Holder ” means a Person who is a High Street Holder immediately prior to the Effective Time.

“ Effective Time USCo2 Class B Holder ” means a Person who is a USCo2 Class B Holder immediately prior to the Effective Time.

“ Eligible Company Canadian Shareholder ” means a Company Canadian Shareholder who is not a Tax Exempt Person.

“ Exchange Ratio ” means 0.5818 of a Purchaser Share to be issued by the Purchaser for each one Company Subordinate Voting Share exchanged pursuant to the Arrangement, provided that, if the aggregate number of Company Subordinate Voting Shares on a Fully-Diluted Basis at the Acquisition Effective Time is greater than 188,235,587 Company Subordinate Voting Shares on a Fully Diluted Basis, and the Purchaser has not provided written approval for the issuance of such additional Company Securities, the Exchange Ratio shall be the fraction, calculated to six decimal places, determined by the formula A x B/C, where:

“A”        equals 0.5818,

“B”        equals the current number of Company Subordinate Voting Shares on a Fully-Diluted Basis as increased for the issuance of Company Securities in accordance with the Purchaser Approved Share Threshold, and 

“C”        equals the aggregate number of Company Subordinate Voting Shares on a Fully-Diluted Basis at the Acquisition Effective Time,

in each case subject to adjustment in accordance with Section 2.14 of the Arrangement Agreement; provided that in the event of a Payout, the Exchange Ratio shall be decreased and the two references to 0.5818 above shall instead refer to the number determined by the formula (D – E) / (F x G), where:

“D”        equal 0.5818 x F x G

“E”        equals the Payout, and 

“F”        equals the aggregate number of Company Subordinate Voting Shares on a Fully-Diluted Basis at the Acquisition Effective Time

“G”        the Fair Market Value of the Purchaser Shares immediately prior to the Acquisition Effective Time,

“ Excluded Company Shareholder ” means the Purchaser, any affiliate of the Purchaser and any Dissenting Company Shareholder.

“ Fair Market Value ” means the volume weighted average trading price of the Company Subordinate Voting Shares on the CSE (or other recognized stock exchange on which the Company Subordinate Voting Shares are primarily traded) for the five trading day period immediately prior to the Acquisition Date.

“ Final Order ” means the final order of the Court approving the Arrangement under Section 291 of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“ Fully-Diluted Basis ” means the aggregate number of Company Subordinate Voting Shares assuming the conversion, exercise or exchange, as applicable, of the Company Proportionate Voting Shares, the Company Multiple Voting Shares and any warrants, options or other securities, including the Common Membership Units and USCo2 Class B Shares, convertible into or exercisable or exchangeable for Company Subordinate Voting Shares (assuming the conversion of any underlying Company Proportionate Voting Shares or Company Multiple Voting Shares).

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange.

“ High Street ” means High Street Capital Partners, LLC.

“ High Street Holders ” means the holders of Common Membership Units and vested Class C-1 Membership Units as defined in the Third Amended and Restated Limited Liability Company Agreement of High Street.

“ Interim Order ” means the interim order of the Court, to be issued following the application therefor contemplated by Section 2.2 of the Arrangement Agreement, after being informed of the intention of the Parties to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the Arrangement Issued Securities issued pursuant to the Arrangement, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Interim Period ” means the period commencing on the date of the Arrangement Agreement and ending immediately prior to the Acquisition Effective Time.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, official guidance, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“ Letter of Transmittal ” means the letter of transmittal to be sent by the Depositary to Company Shareholders following the receipt by the Depositary of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be.

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“ Mergeco ” has the meaning specified in Section 3.1(h)(vii).

“ Mergeco Subordinate Voting Shares ” means the Subordinate Voting Shares in the capital of Mergeco.

“ Merger ” has the meaning specified in Section 3.1(h)(vii).

“ Notice of Dissent ” means a notice of dissent duly and validly given by a registered holder of Company Shares exercising Dissent Rights as contemplated in the Interim Order and as described in Article 4.

“ Option Premium ” means an amount, in US$, calculated to six decimal places, determined when (a) the Aggregate Option Premium, is divided by (b) the sum of (i) the number of Company Subordinate Voting Shares outstanding immediately prior to the Effective Time (excluding any such shares held by any Excluded Company Shareholder), (ii) the number of Company Proportionate Voting Shares outstanding immediately prior to Effective Time (excluding any such shares held by any Excluded Company Shareholder), multiplied by 40; (iii) the number of Company Multiple Voting Shares outstanding immediately prior to Effective Time (excluding any such shares held by any Excluded Company Shareholder), (iv) the number of Company Subordinate Voting Shares which the Effective Time High Street Holders are entitled to receive upon exchange of their Common Membership Units, and (v) the number of Company Subordinate Voting Shares which the Effective Time USCo2 Class B Holders are entitled to receive upon exchange of their USCo2 Class B Shares.

“ Parties ” means the Company and the Purchaser and “ Party ” means any one of them.

“ Payment Agent ” me ans Odyssey Trust Company , or any other payment agent or trust company, bank or financial institution as the Company may appoint to act as payment agent with the approval of the Purchaser, acting reasonably, for the purpose of, among other things, paying the Option Premium to the Company Shareholders in connection with the Arrangement.

“ Payout ” means any amount paid by the Company or any of its Subsidiaries over US$20,000,000 in order to either (i) settle; (ii) satisfy a judgement; or (iii) acquire the disputed minority non-controlling interest; in connection with the claim set forth in Section (r)(4) of the Company Disclosure Letter.

“ Person ” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Per Share Consideration ” means (i) the Purchaser Share Consideration, or (ii) following a Purchaser Change of Control, the Purchaser Share Consideration or such Alternate Consideration that holders of Company Shares are entitled to receive in accordance with Section 2.15 of the Arrangement Agreement.

“ Per Share Option Premium ” means:

“ Plan of Arrangement ” means this plan of arrangement and any amendments or variations made in accordance with Section 8.1 of the Arrangement Agreement or Section 6.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Purchaser ” means Canopy Growth Corporation, a corporation organized under the laws of Canada.

“ Purchaser Acquisition Closing Conditions ” has the meaning specified in Section 1.1 of the Arrangement Agreement.

“ Purchaser Call Option ” means the options granted by each Call Option Grantor to the Purchaser pursuant to Section 3.1(b) and Section 3.1(d) to acquire all of such Call Option Grantor’s Company Shares; all on the terms and conditions set forth on Exhibit B.

“ Purchaser Call Option Exercise Notice ” means a notice in writing, substantially in the form attached hereto as Exhibit C, delivered by the Purchaser to the Depositary (with a copy to the Company) stating that the Purchaser is exercising its rights pursuant to the Purchaser Call Option to acquire all (but not less than all) of the Purchaser Call Option Shares, and specifying a Business Day (to be not less than 61 days and not more than 90 days following the date such Purchaser Call Option Exercise Notice is delivered to the Depositary) on which the closing of the purchase and sale of the Purchaser Call Option Shares pursuant to the Purchaser Call Option is to occur, subject to the satisfaction or waiver, as applicable, of the Acquisition Closing Conditions.

“ Purchaser Call Option Expiry Date ” means the date that is 90 months following the Effective Date.

“ Purchaser Call Option Share ” means a Company Share in respect of which a Purchaser Call Option is granted pursuant to Section 3.1(b) or Section 3.1(d).

“ Purchaser Equity Incentive Plan ” means the Amended and Restated Omnibus Incentive Plan of the Purchaser as approved by shareholders of the Purchaser on July 30, 2018, as the same may be amended, supplemented or restated in accordance therewith, prior to the Acquisition Effective Time.

“ Purchaser Share Consideration ” means that number of Purchaser Shares issuable per Company Subordinate Voting Share in accordance with Sections 3.1(h)(v) and 3.1(h)(vii)(F) and based on the Exchange Ratio in effect immediately prior to the Acquisition Effective Time.

“ Purchaser Shares ” means the common shares in the capital of the Purchaser.

“ Purchaser Subco ” means a wholly-owned direct subsidiary of the Purchaser to be incorporated under the BCBCA for the purposes of completing the Merger.

“ Purchaser Subco Shares ” means the common shares in the capital of Purchaser Subco.

“ PVS Conversion Ratio ” means 40:1, as such conversion ratio may be adjusted from time to time in accordance with the rights and restrictions attached to the Company Proportionate Voting Shares.

“ PVS Exchange Ratio ” means the product obtained when the number of Company Subordinate Voting Shares issuable under the PVS Conversion Ratio is multiplied by the Exchange Ratio.

“ Registrar ” means the person appointed as the Registrar of Companies pursuant to Section 400 of the BCBCA.

“ Replacement Option ” means an option or right to purchase Purchaser Shares granted by the Purchaser in exchange for Company Options on the basis set forth in Section 3.1(h)(viii).

“ Replacement Option In-The-Money Amount ” means, in respect of a Replacement Option, the amount, if any, determined immediately after the exchange in Section 3.1(h)(viii), by which the fair market value of the Purchaser Shares that a holder is entitled to acquire on exercise of the Replacement Option exceeds the aggregate exercise price to acquire such Purchaser Shares at that time.

“ Replacement RSU ” means a restricted share unit to acquire Purchaser Shares granted by the Purchaser in exchange for the Company RSUs on the basis set forth in Section 3.1(h)(x).

“ Replacement RSU In-The-Money Amount ” means, in respect of a Replacement RSU, the amount, if any, determined immediately after the exchange in Section 3.1(h)(x), by which the fair market value of the Purchaser Shares that a holder is entitled to acquire on conversion of the Replacement RSU exceeds the aggregate exercise price to acquire such Purchaser Shares at that time.

“ Replacement Compensation Option ” means an option or right to purchase Purchaser Shares granted by the Purchaser in replacement of Company Compensation Options on the basis set forth in Section 3.1(h)(ix).

“ Replacement Compensation Option In-The-Money Amount ” means, in respect of a Replacement Compensation Option, the amount, if any, determined immediately after the exchange in Section 3.1(h)(ix), by which the total fair market value of the Purchaser Shares that a holder is entitled to acquire on exercise of the Replacement Compensation Option exceeds the aggregate exercise price to acquire such Purchaser Shares at that time.

“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time.

“ Tax Exempt Person ” means a person who is exempt from tax under Part I of the Tax Act.

“ Triggering Event Date ” means the date federal laws in the United States are amended to permit the general cultivation, distribution and possession of marijuana (as defined in 21 U.S.C 802) or to remove the regulation of such activities from the federal laws of the United States.

“ Triggering Event Notice ” means a notice in writing, substantially in the form attached hereto as Exhibit D, stating that the Triggering Event Date has occurred and specifying a Business Day (to be not less than 61 days and not more than 90 days following the date such Triggering Event Notice is delivered to the Depositary) on which the closing of the purchase and sale of the Purchaser Call Option Shares pursuant to the Purchaser Call Option is to occur, subject to the satisfaction or waiver of the Acquisition Closing Conditions.

“ TSX ” means the Toronto Stock Exchange.

“ United States ” and “ U.S. ” each mean the United States of America, its territories and possessions, any State of the United States and the District of Colombia.

“ US$ ” means the lawful currency of the United States.

“ USCo2 ” means Acreage Holdings WC Inc., a subsidiary of the Company.

“ USCo2 Class B Holders ” means the holders of USCo2 Class B Shares.

“ USCo2 Class B Shares ” means Class B non-voting common shares in the capital of USCo2 outstanding as of the date of the Arrangement Agreement.

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“ U.S. Tax Code ” means the United States Internal Revenue Code of 1986 , as amended.

“ U.S. Treasury Regulations ” means the regulations promulgated under the U.S. Tax Code by the United States Department of the Treasury.

In this Plan of Arrangement, unless otherwise specified:

Article 2
ARRANGEMENT AGREEMENT AND BINDING EFFECT

This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement, except in respect of the sequence of the transactions and events comprising the Arrangement, which shall occur in the order set forth herein.

As of and from the Effective Time, this Plan of Arrangement will be binding on: (i) the Company, (ii) the Purchaser, (iii) Purchaser Subco, (iv) the Depositary, (v) all registered and beneficial Company Shareholders (including Dissenting Company Shareholders and including, for the avoidance of doubt, Persons who acquire Company Shares after the Effective Time), (vi) all High Street Holders and USCo2 Class B Holders, and (vii) all holders of Company Options, Company RSUs and Company Compensation Options (including, for the avoidance of doubt, Persons who acquire Company Options, Company RSUs or Company Compensation Options after the Effective Time), in each case without any further act or formality required on the part of any Person.

The exchanges, issuances and cancellations provided for in Section 3.1 shall be deemed to occur at the time and in the order specified in Section 3.1, notwithstanding that certain of the procedures related thereto are not completed until after such time.

No rights of creditors against the property and interests of the Company will be impaired by the Arrangement.

Article 3
THE ARRANGEMENT

Commencing at the Effective Time, each of the transactions or events set out below shall occur and shall be deemed to occur in the following sequence, in each case without any further authorization, act or formality on the part of any Person, and in each case, unless otherwise specifically provided in this Section 3.1, effective as at two-minute intervals starting at the Effective Time:

The Company shall cause the Depositary to send a Letter of Transmittal to each Company Shareholder within 15 Business Days following the receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be.

The Company and Purchaser intend that for U.S. federal income Tax purposes (and applicable state and local Tax purposes) (i) the Option Premium paid by the Purchaser to an Effective Time Company Shareholder, Effective Time High Street Holder or Effective Time USCo2 Class B Shareholder will not be includible in income of such Effective Time Company Shareholder, Effective Time High Street Holder or Effective Time USCo2 Class B Shareholder until the earlier of: (A) (i) the sale or disposition of such Effective Time Company Shareholder’s Company Shares to any person other than the Purchaser, (ii) the sale or disposition of such Effective Time High Street Holder’s Common Membership Units to any person other than the Purchaser; (iii) the sale or disposition of such Effective Time USCo2 Class B Shareholder Shares to any person other than the Purchaser, (B) (i) the acquisition of such Effective Time Company Shareholder’s Company Shares, (ii) the acquisition of such Effective Time High Street Holder’s Common Membership Units; (iii) the acquisition of such Effective Time USCo2 Class B Holder’s USCo2 Class B Shares; or (C) the lapse or termination of the Purchaser Call Option, and (ii) the Merger will qualify as a reorganization within the meaning of Sections 368(a)(1)(A) and (a)(2)(E) of the U.S. Tax Code. Subject to applicable Law, upon the occurrence of such transaction, the Purchaser and the Company will file all Tax Returns pursuant to the Purchaser Call Option in a manner consistent with such intent.

The Company and the Purchaser intend that for Canadian federal income Tax purposes (and applicable provincial Tax purposes) the Merger will qualify as an amalgamation as defined in subsection 87(9) of the Tax Act.

No fractional Purchaser Shares will be issued to any Person in connection with this Plan of Arrangement. Where the aggregate number of Purchaser Shares to be issued to a Company Shareholder pursuant to this Arrangement would otherwise result in a fraction of a Purchaser Share being issuable, then the aggregate number of Purchaser Shares to be issued to such Company Shareholder shall be rounded down to the closest whole number and no compensation shall be payable to such Company Shareholder in lieu of any such fractional Purchaser Share.

Article 4
RIGHTS OF DISSENT

Pursuant to the Interim Order, each registered Company Shareholder may exercise rights of dissent (“ Dissent Rights ”) under Section 238 of the BCBCA and in the manner set forth in Sections 242 to 247 of the BCBCA, all as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Company Meeting. Company Shareholders who validly exercise such rights of dissent and who:

In addition to any other restrictions set forth in the BCBCA, none of the following Persons shall be entitled to exercise Dissent Rights: (i) Company Optionholders (with respect to any Company Options); (ii) Company RSU Holders (with respect to any Company RSUs); (iii) Company Compensation Option Holders (with respect to any Company Compensation Options); and (iv) Company Shareholders who vote in favour of, or who have instructed a proxyholder to vote in favour of, the Arrangement Resolution.

Article 5
CERTIFICATES AND PAYMENTS

In the event any certificate which immediately prior to the Acquisition Effective Time represented one or more outstanding Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration Shares (or, to the extent applicable, any Alternate Consideration) that such Shareholder has the right to receive in accordance with the Acquisition and such Shareholder’s Letter of Transmittal. When authorizing such exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration Shares (or, to the extent applicable, any Alternate Consideration) are to be delivered shall as a condition precedent to the delivery of such Consideration Shares (or, to the extent applicable, any Alternate Consideration), give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and the Company in a manner satisfactory to the Purchaser (acting reasonably) against any claim that may be made against the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Any exchange or transfer of securities pursuant to this Plan of Arrangement, including the surrender of Company Shares by Dissenting Company Shareholders, shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time this Plan of Arrangement shall take precedence and priority over any and all Company Shares, Company Options, Company RSUs and Company Compensation Options issued or outstanding at or following the Effective Time.

Article 6
AMENDMENTS

Article 7
FURTHER ASSURANCES

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement.

EXHIBIT A

RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO THE COMPANY SHARES

SUBORDINATE VOTING SHARES

The Company will be authorized to issue an unlimited number of Class A subordinate voting shares (“ Subordinate Voting Shares ”), without nominal or par value, having attached thereto the special rights and restrictions as set forth below:

The holders of Subordinate Voting Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Each Subordinate Voting Share shall entitle the holder thereof to one vote at each such meeting.

So long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Subordinate Voting Shares expressed by separate special resolution, alter or amend these Articles if the result of such alteration or amendment would:

Each issued and outstanding Subordinate Voting Share shall, without any action by the holder, be subject to the terms of the Plan of Arrangement (as defined below) and the Purchaser Call Option (as defined below) granted pursuant to the Plan of Arrangement.

For the purposes of these Subordinate Voting Share rights:

The holders of Subordinate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared thereon by the directors from time to time, provided that at any particular time in the period from the Effective Date (as defined in the Plan of Arrangement) until the earlier to occur of the Acquisition Date (as defined in the Plan of Arrangement) and the Acquisition Closing Outside Date (as defined in the Plan of Arrangement), the aggregate amount of dividends per Subordinate Voting Share declared from the Effective Date until such particular time shall not exceed the product obtained when (i) the aggregate amount of dividends, per share, declared by Canopy Growth Corporation (or any successor thereto) on its common shares from the Effective Date until such particular time, is multiplied by (ii) the Exchange Ratio (as defined in the Plan of Arrangement). The directors may declare no dividend payable in cash or property on the Subordinate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on: (i) the Proportionate Voting Shares, in an amount per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by 40; and (ii) the Multiple Voting Shares, in an amount per Multiple Voting Share equal to the amount of the dividend declared per Subordinate Voting Share.

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purposes of winding up its affairs, the holders of the Subordinate Voting Shares shall be entitled to participate pari passu with the holders of Proportionate Voting Shares and Multiple Voting Shares, with the amount of such distribution per Subordinate Voting Share equal to each of: (i) the amount of such distribution per Proportionate Voting Share divided by 40; and (ii) the amount of such distribution per Multiple Voting Share.

The Subordinate Voting Shares shall not be consolidated or subdivided unless the Proportionate Voting Shares and the Multiple Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

PROPORTIONATE VOTING SHARES

The Company will be authorized to issue an unlimited number of Class B proportionate voting shares (“ Proportionate Voting Shares ”), without nominal or par value, having attached thereto the special rights and restrictions as set forth below:

The holders of Proportionate Voting Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Subject to Articles 27.3 and 27.4, each Proportionate Voting Share shall entitle the holder to 40 votes and each fraction of a Proportionate Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by 40 and rounding the product down to the nearest whole number, at each such meeting.

So long as any Proportionate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Proportionate Voting Shares and Multiple Voting Shares expressed by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:

At any meeting of holders of Proportionate Voting Shares and Multiple Voting Shares called to consider such a separate special resolution, each Proportionate Voting Share and Multiple Voting Share shall entitle the holder to one vote and each fraction of a Proportionate Voting Share or Multiple Voting Share will entitle the holder to the corresponding fraction of one vote.

The Company may take no action which would authorize or create shares of any class or series having preferences superior to or on a parity with the Proportionate Voting Shares without the consent of the holders of a majority of the Proportionate Voting Shares and Multiple Voting Shares expressed by separate ordinary resolution.

At any meeting of holders of Proportionate Voting Shares and Multiple Voting Shares called to consider such a separate ordinary resolution, each Proportionate Voting Share and Multiple Voting Share will entitle the holder to one vote and each fraction of a Proportional Voting Share and Multiple Voting Share shall entitle the holder to the corresponding fraction of one vote.

Each issued and outstanding Proportionate Voting Share shall, without any action by the holder, be subject to the terms of the Plan of Arrangement (as defined below) and the Purchaser Call Option (as defined below) granted pursuant to the Plan of Arrangement.

For the purposes of these Proportionate Voting Share rights:

The holders of Proportionate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the directors from time to time, provided that at any particular time in the period from the Effective Date (as defined in the Plan of Arrangement) until the earlier to occur of the Acquisition Date (as defined in the Plan of Arrangement) and the Acquisition Closing Outside Date (as defined in the Plan of Arrangement), the aggregate amount of dividends per Proportionate Voting Share declared from the Effective Date until such particular time shall not exceed the product obtained when (i) the aggregate amount of dividends, per share, declared by Canopy Growth Corporation (or any successor thereto) on its common shares from the Effective Date until such particular time, is multiplied by (ii) the PVS Exchange Ratio (as defined in the Plan of Arrangement). The directors may declare no dividend payable in cash or property on the Proportionate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on: (i) the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Proportionate Voting Share divided by 40; and (ii) on the Multiple Voting Shares in an amount equal to the dividend declared per Proportionate Voting Share divided by 40.

Holders of fractional Proportionate Voting Shares shall be entitled to receive any dividend declared on the Proportionate Voting Shares, in an amount equal to the dividend per Proportionate Voting Share multiplied by the fraction thereof held by such holder.

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Proportionate Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares and Multiple Voting Shares, with the amount of such distribution per Proportionate Voting Share equal to each of: (i) the amount of such distribution per Subordinate Voting Share multiplied by 40; and (ii) the amount of such distribution per Multiple Voting Share multiplied by 40; and each fraction of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Proportionate Voting Share.

The Proportionate Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares and the Multiple Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

Subject to the Conversion Limitation set forth in this Article 27.8, holders of Proportionate Voting Shares and Multiple Voting Shares shall have the following rights of conversion (the “ Share Conversion Right ”):

X = [A x 40% - B] x (C/D)

Where, on the Determination Date:

X = Maximum Number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right.

A = Aggregate number of Subordinate Voting Shares, Proportionate Voting Shares and Multiple Voting Shares issued and outstanding.

B = Aggregate number of Subordinate Voting Shares, Proportionate Voting Shares and Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents.

C = Aggregate Number of Proportionate Voting Shares and Multiple Voting Shares held by such holder.

D = Aggregate Number of All Proportionate Voting Shares and Multiple Voting Shares.

The Conversion Limitation Officer shall determine as of each Determination Date, in his or her sole discretion acting reasonably, the aggregate number of Subordinate Voting Shares, Proportionate Voting Shares and Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents, the maximum number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right, generally in accordance with the formula set forth immediately above. Upon request by a holder of Proportionate Voting Shares or Multiple Voting Shares, the Company will provide each holder of Proportionate Voting Shares or Multiple Voting Shares with notice of such maximum number as at the most recent Determination Date, or a more recent date as may be determined by the Conversion Limitation Officer in its discretion. To the extent that issuances of Subordinate Voting Shares on exercise of the Share Conversion Right would result in the 40% Threshold being exceeded, the number of Subordinate Voting Shares to be issued will be prorated among each holder of Proportionate Voting Shares or Multiple Voting Shares exercising the Share Conversion Right.

Notwithstanding the provisions of Articles 27.8(d) and (e), the directors may by resolution waive the application of the Conversion Restriction to any exercise or exercises of the Share Conversion Right to which the Conversion Restriction would otherwise apply, or to future Conversion Restrictions generally, including with respect to a period of time.

Notwithstanding anything to the contrary contained in this Article 27, the Company shall require, in accordance with the Plan of Arrangement, each holder of Proportionate Voting Shares to convert all, and not less than all, of the Proportionate Voting Shares on the Acquisition Date. Each Proportionate Voting Share shall be converted into such number of Subordinate Voting Shares as is determined by multiplying the number of Proportionate Voting Shares by 40. Fractions of Proportionate Voting Shares shall be converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by 40.

MULTIPLE VOTING SHARES

The Company will be authorized to issue 168,000 Class C multiple voting shares (“ Multiple Voting Shares ”), without nominal or par value, having attached thereto the special rights and restrictions as set forth below:

The holders of Multiple Voting Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Subject to Articles 28.4 and 28.5, each Multiple Voting Share shall entitle the holder to 3,000 votes and each fraction of a Multiple Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by 3,000 and rounding the product down to the nearest whole number, at each such meeting.

So long as any Multiple Voting Shares remain outstanding, the Company will not, without the consent of the holders of Multiple Voting Shares expressed by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:

At any meeting of holders of Multiple Voting Shares called to consider such a separate special resolution, each Multiple Voting Share shall entitle the holder to one vote and each fraction of a Multiple Voting Share will entitle the holder to the corresponding fraction of one vote.

The Company may take no action which would authorize or create shares of any class or series having preferences superior to or on a parity with the Multiple Voting Shares without the consent of the holders of a majority of the Multiple Voting Shares expressed by separate ordinary resolution.

At any meeting of holders of Multiple Voting Shares called to consider such a separate ordinary resolution, each Multiple Voting Share will entitle the holder to one vote and each fraction of a Multiple Voting Share shall entitle the holder to the corresponding fraction of one vote.

Each issued and outstanding Multiple Voting Share shall, without any action by the holder, be subject to the terms of the Plan of Arrangement (as defined below) and the Purchaser Call Option (as defined below) granted pursuant to the Plan of Arrangement.

For the purposes of these Multiple Voting Share rights:

No additional Multiple Voting Shares are issuable following the date of the Arrangement Agreement.

The holders of Multiple Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the directors from time to time, provided that at any particular time in the period from the Effective Date (as defined in the Plan of Arrangement) until the earlier to occur of the Acquisition Date (as defined in the Plan of Arrangement) and the Acquisition Closing Outside Date (as defined in the Plan of Arrangement), the aggregate amount of dividends per Multiple Voting Share declared from the Effective Date until such particular time shall not exceed the product obtained when (i) the aggregate amount of dividends, per share, declared by Canopy Growth Corporation (or any successor thereto) on its common shares from the Effective Date until such particular time, is multiplied by (ii) the Exchange Ratio (as defined in the Plan of Arrangement). The directors may declare no dividend payable in cash or property on the Multiple Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on: (i) the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Multiple Voting Share; and (ii) on the Proportionate Voting Shares in an amount equal to the dividend declared per Multiple Voting Share multiplied by 40.

Holders of fractional Multiple Voting Shares shall be entitled to receive any dividend declared on the Multiple Voting Shares, in an amount equal to the dividend per Multiple Voting Share multiplied by the fraction thereof held by such holder.

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Multiple Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares and Proportionate Voting Shares, with the amount of such distribution per Multiple Voting Share equal to each of: (i) the amount of such distribution per Subordinate Voting Share; and (ii) the amount of such distribution per Proportionate Voting Share divided by 40; and each fraction of a Multiple Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Multiple Voting Share.

The Multiple Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares and the Proportionate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

No Multiple Voting Share may be sold, transferred, assigned, pledged or otherwise disposed of, other than: (i) in connection with the conversion of Multiple Voting Shares into Subordinate Voting Shares; (ii) to an immediate family member of the holder; or (iii) a transfer for purposes of estate or tax planning to a company or person that is wholly beneficially owned by the holder or immediate family members of the holder or which the holder or immediate family members of the holder are the sole beneficiaries thereof.

Notwithstanding anything to the contrary contained in this Article 28, the Company shall require, in accordance with the Plan of Arrangement, each holder of Multiple Voting Shares to convert all, and not less than all, of the Multiple Voting Shares on the Acquisition Date. Each Multiple Voting Share shall be converted into such number of Subordinate Voting Shares as is determined by multiplying the number of Multiple Voting Shares by one. Fractions of Multiple Voting Shares shall be converted into such number of Subordinated Voting Shares as is determined by multiplying the fraction by one.

APPENDIX A

(TO RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO THE COMPANY SHARES)

TERMS OF PURCHASER CALL OPTION

Each Purchaser Call Option shall be granted upon and shall be subject to the following terms and conditions:

Definitions

Capitalized terms used but not defined in this Appendix A shall have the meaning ascribed thereto in the Plan of Arrangement (the “ Plan of Arrangement ”).

Grant of Purchaser Call Option

Pursuant to Section 3.1(b) or Section 3.1(d) of the Plan of Arrangement, as applicable, and subject to the terms and conditions of the Plan of Arrangement, including Exhibit B thereto and this Appendix A, the Call Option Grantor grants to the Purchaser, on the Call Option Grant Date, an option (the “ Purchaser Call Option ”) to purchase all of the Company Shares held by the Call Option Grantor on the Acquisition Date immediately following the exchanges referred to in Section 3.1(h)(i) and Section 3.1(h)(iii) of the Plan of Arrangement (such Company Shares, the “ Purchaser Call Option Shares ”), in each case subject to the terms and conditions set out in the Plan of Arrangement, including Exhibit B thereto and this Exhibit A.

Exercise of Purchaser Call Option Prior to Triggering Event Date

The Purchaser Call Option may be exercised by the Purchaser in its sole discretion at any time prior to the Triggering Event Date and before the Purchaser Call Option Expiry Date by delivering to the Depositary (with a copy to the Company) a Purchaser Call Option Exercise Notice stating that the Purchaser is exercising the Purchaser Call Option with respect to all (but not less than all) of the Purchaser Call Option Shares and specifying the Acquisition Date on which the closing of the purchase and sale of the Purchaser Call Option Shares is to occur, subject to the Acquisition Closing Conditions being satisfied or waived.

Exercise of Purchaser Call Option Following Triggering Event Date

Upon the occurrence of the Triggering Event Date prior to the Purchaser Call Option Expiry Date, and provided the Purchaser has not previously exercised the Purchaser Call Option, the Purchaser shall exercise, and shall be deemed to have exercised, effective at 5:00 p.m. (Toronto time) on the Triggering Event Date, the Purchaser Call Option with respect to all (but not less than all) of the Purchaser Call Option Shares.

Upon the occurrence of the Triggering Event Date prior to the Purchaser Call Option Expiry Date, and provided the Purchaser has not previously exercised the Purchaser Call Option, the Purchaser shall, within two Business Days of the Triggering Event Date, deliver to the Depositary (with a copy to the Company) a Purchaser Call Option Exercise Notice stating that the Purchaser is exercising the Purchaser Call Option with respect to all (but not less than all) of the Purchaser Call Option Shares and specifying the Acquisition Date on which the closing of the purchase and sale of the Purchaser Call Option Shares is to occur, subject to the Acquisition Closing Conditions being satisfied or waived.

If the Purchaser fails to deliver a Purchaser Call Option Exercise Notice to the Depositary in accordance with the immediately preceding paragraph, the Company shall be entitled and shall be required, forthwith following such failure by the Purchaser, to deliver to the Depositary (with a copy to the Purchaser) a Triggering Event Notice specifying the Acquisition Date on which the closing of the purchase and sale of the Purchaser Call Option Shares is to occur, subject to the Acquisition Closing Conditions being satisfied or waived.

Issuance of Company Shares Following Exercise or Deemed Exercise of Option

Where a Purchaser Call Option is granted or deemed to be granted pursuant to Section 3.1(d) of the Plan of Arrangement at any time following the exercise or deemed exercise of the Purchaser Call Option, the Purchaser shall exercise, and shall be deemed to have exercised, such Purchaser Call Option effective immediately following the grant or deemed grant of such Purchaser Call Option pursuant to Section 3.1(d) of the Plan of Arrangement.

Expiry of Purchaser Call Option

If the Purchaser Call Option has not been exercised or deemed to have been exercised prior to the Purchaser Call Option Expiry Date, the Purchaser Call Option shall expire and terminate effective as of the Purchaser Call Option Expiry Date and thereafter shall be of no further force or effect.

Notwithstanding anything to the contrary contained herein, if the Purchaser Call Option is exercised or deemed to be exercised prior to the Purchaser Call Option Expiry Date but the closing of the Acquisition has not occurred by the Acquisition Closing Outside Date, the Purchaser Call Option shall expire and terminate effective as of the Acquisition Closing Outside Date and thereafter shall be of no further force or effect.

Effect of Exercise or Deemed Exercise of Purchaser Call Option

Upon the exercise or deemed exercise of the Purchaser Call Option, the Purchaser shall be required to purchase from each Call Option Grantor, and each Call Option Grantor shall be required to sell to the Purchaser, on the Acquisition Date, the Company Subordinate Voting Shares held by such Call Option Grantor immediately following the exchange referred to in Section 3.1(h)(iii) of the Plan of Arrangement, in consideration for the payment by the Purchaser to such Call Option Grantor of the Purchaser Share Consideration (or, in the event a Purchaser Change of Control shall have occurred prior to the Acquisition Date, the Per Share Consideration) for each Company Subordinate Voting Share acquired from such Call Option Grantor, all in accordance with this Exhibit B and the Plan of Arrangement.

Purchase and Sale of Purchaser Call Option Shares Following Exercise of Purchaser Call Option

The closing of the purchase and sale of Purchaser Call Option Shares following the exercise or deemed exercise by the Purchaser of the Purchaser Call Option shall occur on the Acquisition Date as follows:

On the Acquisition Date, the Purchaser shall issue to the holder of a Purchaser Call Option Share, for each Purchaser Call Option Share acquired, the Purchaser Share Consideration (or, to the extent applicable, any Alternate Consideration), in accordance with Section 5.1 of the Plan of Arrangement.

Assignment of Company Shares Prior to the Acquisition Date

Notwithstanding the foregoing, the Purchaser Call Option shall not prohibit the sale, assignment or transfer of Company Shares by Call Option Grantors at any time, or from time to time, prior to the Acquisition Date. A Company Shareholder that sells, assigns or transfers Company Shares prior to the Acquisition Date shall, following such sale, assignment or transfer, not be subject to the terms of the Purchaser Call Option in respect of such Company Shares (except to the extent such Company Shareholder subsequently re-acquires such Company Shares). For greater certainty, any acquirer of Company Shares following such sale, assignment or transfer shall be subject to the terms of the Purchaser Call Option in respect of such Company Shares.

Holders of Common Membership Units and USCo2 Class B Shares

The terms provided herein with respect to Company Shares shall apply in all respects to the holders of Common Membership Units and USCo2 Class B Shares except that the Purchaser Call Option may not be exercised before three years after the Acquisition Date with respect to these holders. The exercise of the Purchaser Call Option with respect to these holders is to be effectuated in a manner consistent with Exhibit 1 and Exhibit 2 of the Arrangement Agreement.

EXHIBIT B

TERMS OF PURCHASER CALL OPTION

Each Purchaser Call Option shall be granted upon and shall be subject to the following terms and conditions:

Definitions

Capitalized terms used but not defined in this Exhibit B shall have the meaning ascribed thereto in the Plan of Arrangement to which this Exhibit B is appended (the “ Plan of Arrangement ”).

Grant of Purchaser Call Option

Pursuant to Section 3.1(b) or Section 3.1(d) of the Plan of Arrangement, as applicable, and subject to the terms and conditions set out in this Exhibit B and the Plan of Arrangement, the Call Option Grantor grants to the Purchaser, on the Call Option Grant Date, an option (the “ Purchaser Call Option ”) to purchase all of the Company Shares held by the Call Option Grantor on the Acquisition Date immediately following the exchanges referred to in Section 3.1(h)(i) and Section 3.1(h)(iii) of the Plan of Arrangement (such Company Shares, the “ Purchaser Call Option Shares ”), in each case subject to the terms and conditions set out in this Exhibit B and the Plan of Arrangement.

Exercise of Purchaser Call Option Prior to Triggering Event Date

The Purchaser Call Option may be exercised by the Purchaser in its sole discretion at any time prior to the Triggering Event Date and before the Purchaser Call Option Expiry Date by delivering to the Depositary (with a copy to the Company) a Purchaser Call Option Exercise Notice stating that the Purchaser is exercising the Purchaser Call Option with respect to all (but not less than all) of the Purchaser Call Option Shares and specifying the Acquisition Date on which the closing of the purchase and sale of the Purchaser Call Option Shares is to occur, subject to the Acquisition Closing Conditions being satisfied or waived.

Exercise of Purchaser Call Option Following Triggering Event Date

Upon the occurrence of the Triggering Event Date prior to the Purchaser Call Option Expiry Date, and provided the Purchaser has not previously exercised the Purchaser Call Option, the Purchaser shall exercise, and shall be deemed to have exercised, effective at 5:00 p.m. (Toronto time) on the Triggering Event Date, the Purchaser Call Option with respect to all (but not less than all) of the Purchaser Call Option Shares.

Upon the occurrence of the Triggering Event Date prior to the Purchaser Call Option Expiry Date, and provided the Purchaser has not previously exercised the Purchaser Call Option, the Purchaser shall, within two Business Days of the Triggering Event Date, deliver to the Depositary (with a copy to the Company) a Purchaser Call Option Exercise Notice stating that the Purchaser is exercising the Purchaser Call Option with respect to all (but not less than all) of the Purchaser Call Option Shares and specifying the Acquisition Date on which the closing of the purchase and sale of the Purchaser Call Option Shares is to occur, subject to the Acquisition Closing Conditions being satisfied or waived.

If the Purchaser fails to deliver a Purchaser Call Option Exercise Notice to the Depositary in accordance with the immediately preceding paragraph, the Company shall be entitled and shall be required, forthwith following such failure by the Purchaser, to deliver to the Depositary (with a copy to the Purchaser) a Triggering Event Notice specifying the Acquisition Date on which the closing of the purchase and sale of the Purchaser Call Option Shares is to occur, subject to the Acquisition Closing Conditions being satisfied or waived.

Issuance of Company Shares Following Exercise or Deemed Exercise of Option

Where a Purchaser Call Option is granted or deemed to be granted pursuant to Section 3.1(d) of the Plan of Arrangement at any time following the exercise or deemed exercise of the Purchaser Call Option, the Purchaser shall exercise, and shall be deemed to have exercised, such Purchaser Call Option effective immediately following the grant or deemed grant of such Purchaser Call Option pursuant to Section 3.1(d) of the Plan of Arrangement.

Expiry of Purchaser Call Option

If the Purchaser Call Option has not been exercised or deemed to have been exercised prior to the Purchaser Call Option Expiry Date, the Purchaser Call Option shall expire and terminate effective as of the Purchaser Call Option Expiry Date and thereafter shall be of no further force or effect.

Notwithstanding anything to the contrary contained herein, if the Purchaser Call Option is exercised or deemed to be exercised prior to the Purchaser Call Option Expiry Date but the closing of the Acquisition has not occurred by the Acquisition Closing Outside Date, the Purchaser Call Option shall expire and terminate effective as of the Acquisition Closing Outside Date and thereafter shall be of no further force or effect.

Effect of Exercise or Deemed Exercise of Purchaser Call Option

Upon the exercise or deemed exercise of the Purchaser Call Option, the Purchaser shall be required to purchase from each Call Option Grantor, and each Call Option Grantor shall be required to sell to the Purchaser, on the Acquisition Date, the Company Subordinate Voting Shares held by such Call Option Grantor immediately following the exchange referred to in Section 3.1(h)(iii) of the Plan of Arrangement, in consideration for the payment by the Purchaser to such Call Option Grantor of the Purchaser Share Consideration (or, in the event a Purchaser Change of Control shall have occurred prior to the Acquisition Date, the Per Share Consideration) for each Company Subordinate Voting Share acquired from such Call Option Grantor, all in accordance with this Exhibit B and the Plan of Arrangement.

Purchase and Sale of Purchaser Call Option Shares Following Exercise of Purchaser Call Option

The closing of the purchase and sale of Purchaser Call Option Shares following the exercise or deemed exercise by the Purchaser of the Purchaser Call Option shall occur on the Acquisition Date as follows:

On the Acquisition Date, the Purchaser shall issue to the holder of a Purchaser Call Option Share, for each Purchaser Call Option Share acquired, the Purchaser Share Consideration (or, to the extent applicable, any Alternate Consideration), in accordance with Section 5.1 of the Plan of Arrangement.

Assignment of Company Shares Prior to the Acquisition Date

Notwithstanding the foregoing, the Purchaser Call Option shall not prohibit the sale, assignment or transfer of Company Shares by Call Option Grantors at any time, or from time to time, prior to the Acquisition Date. A Company Shareholder that sells, assigns or transfers Company Shares prior to the Acquisition Date shall, following such sale, assignment or transfer, not be subject to the terms of the Purchaser Call Option in respect of such Company Shares (except to the extent such Company Shareholder subsequently re-acquires such Company Shares). For greater certainty, any acquirer of Company Shares following such sale, assignment or transfer shall be subject to the terms of the Purchaser Call Option in respect of such Company Shares.

Holders of Common Membership Units and USCo2 Class B Shares

The terms provided herein with respect to Company Shares shall apply in all respects to the holders of Common Membership Units and USCo2 Class B Shares except that the Purchaser Call Option may not be exercised before three years after the Acquisition Date with respect to these holders. The exercise of the Purchaser Call Option with respect to these holders is to be effectuated in a manner consistent with Exhibit 1 and Exhibit 2 of the Arrangement Agreement.

EXHIBIT C

PURCHASE CALL OPTION EXERCISE NOTICE

CANOPY GROWTH CORPORATION

PURCHASER CALL OPTION EXERCISE NOTICE

Reference is made to the arrangement agreement between Canopy Growth Corporation (the “ Purchaser ”) and the Company dated April 18, 2019 and the plan of arrangement contemplated thereby (the “ Plan of Arrangement ”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Plan of Arrangement.

In accordance with the terms of the Purchaser Call Option and the Plan of Arrangement, the Purchaser hereby gives notice that it is exercising its rights pursuant to the Purchaser Call Option to acquire all (but not less than all) of the Purchaser Call Option Shares.

The closing of the purchase and sale of the Purchaser Call Option Shares pursuant to the Purchaser Call Option is to occur on ________________, 20__ (the “ Acquisition Date ”) subject to the satisfaction or waiver of the Acquisition Closing Conditions.

DATED the _____ day of ____________________, 20__.

EXHIBIT D

TRIGGERING EVENT NOTICE

ACREAGE HOLDINGS, INC.

TRIGGERING EVENT NOTICE

Reference is made to the arrangement agreement between the Purchaser and Acreage Holdings, Inc. (the “ Company ”) dated April 18, 2019 and the plan of arrangement contemplated thereby (the “ Plan of Arrangement ”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Plan of Arrangement.

In accordance with the terms of the Purchaser Call Option and the Plan of Arrangement, the Company hereby gives notice that the Triggering Event Date has occurred, and that the Purchaser is therefore deemed to have exercised its rights pursuant to the Purchaser Call Option to acquire all (but not less than all) of the Purchaser Call Option Shares.

The closing of the purchase and sale of the Purchaser Call Option Shares pursuant to the Purchaser Call Option is to occur on ________________, 20__ (the “ Acquisition Date ”) subject to the satisfaction or waiver of the Acquisition Closing Conditions.

DATED the _____ day of ____________________, 20__.

Schedule B

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

Schedule C
purchaser shareholder Resolution

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

Schedule D
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

except in the case of (ii) and (iii) above for such breaches, defaults, consents, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not individually or in the aggregate have a Company Material Adverse Effect.