EXECUTION VERSION CANOPY GROWTH CORPORATION, GLAS TRUST COMPANY LLC as U.S. Trustee and COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian Trustee INDENTURE Dated as of

CANOPY GROWTH CORPORATION,

COMPUTERSHARE TRUST COMPANY

4.25% Convertible Senior Notes due 2023

Appendix A Provisions Relating to Initial Notes and Additional Notes

INDENTURE dated as of June 20, 2018 among CANOPY GROWTH CORPORATION, a corporation

organized and existing under the Canada Business Corporations Act, as issuer (the Company, as more fully set forth in Section 1.01), GLAS TRUST COMPANY LLC, as United States trustee (the

U.S. Trustee , as more fully set forth in Section 1.01) and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company duly existing under the laws of Canada, as Canadian trustee (the Canadian

Trustee , as more fully set forth in Section 1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2023,

initially in an aggregate principal amount not to exceed $500,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase

additional Notes as set forth in the Purchase Agreement) (the Initial Notes ), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the

execution and delivery of this Indenture; and

WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the

Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the U.S. Trustee or

a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this

Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in

consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustees for the equal and proportionate benefit of the respective Holders from time to time of the Notes

(except as otherwise provided below), as follows:

Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless

the context otherwise requires) for all purposes of this

Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder

and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

Additional Amounts shall have the meaning specified in Section 2.11(b).

Additional Interest means all amounts, if any, payable pursuant to Section 4.06(d) and Section 6.03, as

Additional Notes means additional Notes issued pursuant to Section 2.10.

Additional Shares shall have the meaning specified in Section 14.03(a).

Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or

under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and

policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.

Notwithstanding anything to the contrary herein, the determination of whether one Person is an Affiliate of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or

required to be made, as the case may be, hereunder.

Bankruptcy and Insolvency Act (Canada) means

Bankruptcy and Insolvency Act (Canada), as amended, and the rules and regulations promulgated thereunder.

Solicitation Agent means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent.

Board of Directors means the board of directors of the Company or a committee of such board duly authorized

to act for it hereunder.

Board Resolution means a copy of a resolution certified by the Secretary or an

Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustees.

Business Day means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal

Reserve Bank of New York is authorized or required by law or executive order to close or be closed or the banking institutions in New York, New York or Toronto, Ontario are authorized or required by law or executive order to close or be closed.

Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options,

participations or other equivalents of or interests in (however designated) stock issued by that entity.

Cash Settlement shall have the meaning specified in Section

Canadian Trustee means the Person named as the Canadian Trustee in the

first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter Canadian Trustee shall mean or include each Person who is then a Canadian

Clause A Distribution shall have the meaning specified in Section 14.04(c).

Clause B Distribution shall have the meaning specified in Section 14.04(c).

Clause C Distribution shall have the meaning specified in Section 14.04(c).

close of business means 5:00 p.m. (New York City time).

Combination Settlement shall have the meaning specified in Section 14.02(a).

Commission means the U.S. Securities and Exchange Commission.

Common Equity of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the

election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such

Common Shares means the common shares of the Company, at the date of this Indenture, subject to

Companies Creditors Arrangement Act (Canada) means Companies Creditors

Arrangement Act (Canada), as amended, and the rules and regulations promulgated thereunder.

shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and assigns.

Company Order means a written order of the Company signed by any of its Officers and delivered to the U.S. Trustee

and/or Canadian Trustee, as applicable.

Conversion Agent shall have the meaning specified in Section

Conversion Date shall have the meaning specified in Section 14.02(c).

Conversion Obligation shall have the meaning specified in Section 14.01(a).

Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such

Conversion Rate shall have the meaning specified in Section 14.01(a).

Corporate Trust Office means, (1) with respect to the office of the U.S. Trustee, the designated office of the U.S.

Trustee at which at any time its corporate trust business shall be

administered, which office at the date hereof is located at GLAS Trust Company LLC, 230 Park Avenue, 3rd Floor West, New York, NY 10169, Attention: Corporate Trust Administration, or such other

address as the U.S. Trustee may designate from time to time by notice to the Canadian Trustee, the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may

designate from time to time by notice to the Canadian Trustee, the Holders and the Company) and (2) with respect to the Canadian Trustee, the designated office of the Canadian Trustee at which at any time its corporate trust business shall be

administered, which office at the date hereof is located at Computershare Trust Company of Canada, 100 University Avenue, 11th Floor, Toronto, ON M5J 2Y1, Attention: General Manager, Corporate Trust, or such other address as the Canadian Trustee may

designate from time to time by notice to the U.S. Trustee, the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to

the U.S. Trustee, the Holders and the Company).

Custodian means the U.S. Trustee, as custodian for DTC, with

respect to the Global Notes, or any successor entity thereto.

Daily Conversion Value means, for each of

the 20 consecutive Trading Days during the Observation Period, 1/20th of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

Daily Measurement Value means the Specified Dollar Amount (if any), divided by 20.

Daily Settlement Amount, for each of the 20 consecutive Trading Days during the Observation Period, shall consist

(a) cash in an amount equal to the lesser of (i) the Daily

Measurement Value and (ii) the Daily Conversion Value on such Trading Day; and

if the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of Common Shares equal to (i) the difference between the Daily Conversion Value and the Daily Measurement Value,

divided by (ii) the Daily VWAP for such Trading Day.

Daily VWAP means, for each Trading Day, the

per share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page WEED AQR (or its equivalent successor if such page is not available) in respect of the period from the

scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Shares on such Trading Day

determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The Daily VWAP shall be determined without regard to after-hours trading

or any other trading outside of the regular trading session trading hours.

Default means any event that

is, or after notice or passage of time, or both, would be, an Event of Default.

Defaulted Amounts means any amounts on any Note (including, without

limitation, the Redemption Price, the Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.