EXECUTION VERSION FIRST AMENDMENT TO ARRANGEMENT AGREEMENT THIS AMENDMENT is made as of

FIRST AMENDMENT TO ARRANGEMENT AGREEMENT

THIS AMENDMENT is made as of May 15, 2019

GROWTH CORPORATION, a corporation existing under the laws of Canada ( Canopy )

ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province of British Columbia

THEREFORE, in consideration of the mutual covenants contained herein (the receipt and sufficiency of which are hereby acknowledged),

the Parties agree as follows:

Capitalized terms used but not defined in this Amendment have the meanings given to them in the Arrangement Agreement.

The division of this Amendment into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of

reference only and shall not affect in any way the meaning or interpretation of this Amendment. Unless the contrary intention appears, references in this Amendment to an Article, Section, subsection or paragraph or both refer to the Article,

Section, subsection or paragraph, respectively, bearing that designation in this Amendment.

In this Amendment, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing

gender shall include all genders.

The Plan of Arrangement, which is attached as Schedule A of the Arrangement Agreement, is deleted in its entirety and replaced with Schedule A

Arrangement Regulatory Approvals means:

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:

(iv) To the knowledge of the Purchaser there are no proceedings,

investigations, audits or claims now pending against the Purchaser or its Subsidiaries in respect of any Taxes and no Governmental Entity has asserted in writing, or to the knowledge of the Purchaser, has threatened to assert against the Purchaser

or its Subsidiaries any deficiency or claim for Taxes or interest thereon or penalties in connection therewith which has not yet been paid.

(v) No waivers of statutes of limitation with respect to such Tax

Returns of the Purchaser have been given by or requested from the Purchaser which have not yet expired. All deficiencies asserted or assessments made as a result of any examinations have been fully paid, or are fully reflected as a liability in the

Purchaser Financial Statements, or are being contested and an adequate reserve therefor has been established and is fully reflected in the Purchaser Financial Statements.

(vii) (i) the Purchaser or its Subsidiaries are not a party to any

agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes, the principal purpose of which is to allocate or share Taxes; and (ii) neither the Purchaser nor any of its Subsidiaries has any liability for the

Taxes of any other Person (other than the Purchaser and its Subsidiaries) (a) under Section 1.1502-6 of the U.S. Treasury Regulations (or any similar provision of state, local or foreign applicable

Law); (b) as a transferee or successor; or (c) by contract or indemnity (including under any Tax sharing agreement) or otherwise.

(xv) The Purchaser is duly registered under subdivision (d) of Division V of Part IX of the Excise

Tax Act (Canada) with respect to the goods and services tax and harmonized sales tax, and under applicable provincial Tax statutes in respect of all provincial Taxes which it is or has been required to collect. The registration numbers of the

Purchaser has been disclosed in writing to the Company. All material input tax credits claimed by the Purchaser pursuant to the Excise Tax Act (Canada) have been proper, correctly calculated and documented in accordance with the requirements of the

Excise Tax Act (Canada) and the regulations thereto.

The Arrangement Agreement and Plan of Arrangement, as amended hereby, remain in full force and effect, and as amended hereby

is hereby ratified and confirmed. Provisions of the Arrangement Agreement that have not been amended or terminated by this Amendment remain in full force and effect, unamended. All rights and liabilities that have accrued to any Party under the

Arrangement Agreement up to the date of this Amendment remain unaffected by this Amendment.

The provisions of Article 8 of the Arrangement Agreement shall apply, mutatis mutandis, to this Amendment.

This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which

together shall 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 Amendment, and such facsimile or similar executed electronic copy shall

be legally effective to create a valid and binding agreement between the Parties.

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IN WITNESS WHEREOF Canopy and Acreage have caused this Amendment to be executed as of

the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Amendment to Arrangement Agreement]

AMENDED AND RESTATED PLAN OF ARRANGEMENT

(Please see attached)

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9

OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

1.1 Certain Rules of 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.

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.

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(i)(i) and 3.1(i)(iii), all Purchaser

Shares issued pursuant to Sections 3.1(i)(v) and 3.1(i)(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.

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(c) or Section 3.1(e).

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(c) or Section 3.1(e).

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 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