Filed by newsfilecorp.com AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT between BT DE INVESTMENTS INC. and

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

BT DE INVESTMENTS INC.

ORGANIGRAM HOLDINGS INC.

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated January 23, 2024 (this "Agreement") is made by and between BT DE Investments Inc., a corporation existing under the Laws of the State of Delaware (the "BAT Shareholder"), and Organigram Holdings Inc., a corporation existing under the Act (the "Company").

A. On March 10, 2021, the BAT Shareholder subscribed for 58,336,392 common shares in the capital of the Company ("Common Shares") pursuant to a Subscription Agreement dated March 10, 2021 (the "Original Subscription Agreement") and concurrently with such investment entered into an investor rights agreement with the Company (the "Original Investor Rights Agreement").

B. On and pursuant to the terms of a subscription agreement dated November 5, 2023 (the "Additional Subscription Agreement"), the BAT Shareholder has agreed to subscribe for 38,679, 525 additional Common Shares and/or convertible preferred shares in the capital of the Company ("Preferred Shares") for an aggregate subscription amount of $124,559,674.36 (the "Additional Investment"), in three tranches (each, a "Tranche") consisting of (i) 12,893,175 Common Shares on the date hereof; (ii) 12,893,175 Common Shares on or around August 30, 2024; and (iii) 12,893,175 Common Shares on or around February 28, 2025, subject to adjustment in accordance with the terms of the Additional Subscription Agreement.

C. In connection with the Additional Investment and in accordance with the terms and conditions set forth below, the Company has agreed to extend the period within which the BAT Shareholder is required to exercise certain of its Top-Up Right (as defined herein).

D. In accordance with the terms of the Additional Subscription Agreement, on or before the date of this Agreement, the Company filed articles of amendment (the "Articles of Amendment") creating the Preferred Shares.

E. In connection with the Additional Investment, the BAT Shareholder and the Company wish to amend and restate the Original Investor Rights Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions.

Whenever used in this Agreement, the following terms shall have the meanings set forth below:

"30% Threshold" has the meaning given to it in the Articles of Amendment.

"Act" means the Canada Business Corporations Act.

"Activist Investors" means, as of any date, (1) any Person identified on the most-recently available SharkWatch 50 list (or, if SharkWatch 50 is no longer available, then the prevailing comparable list as reasonably determined by the Company) as of such date, any joint actors, or any Person who, to the knowledge of the BAT Shareholder, is an Affiliate of such Person, and (2) any Person who, to the knowledge of the BAT Shareholder, is engaged in activist campaigns in the two years prior to the date of the relevant Transfer, including by stating an intention to or actually attempting to (pursuant to proxy solicitation, take-over bid or other means) obtain a seat on the board of directors of a company or effecting a significant change within a company.

"Additional Investment" has the meaning ascribed to such term in the recitals to this Agreement.

"Additional Subscription Agreement" has the meaning ascribed to such term in the recitals to this Agreement.

"Affiliate" has the meaning ascribed to such term in NI 45-106.

"Agreement" has the meaning ascribed to such term in the preamble to this Agreement.

"Allocated Investment Proceeds" means (1) the remaining portion of the Allocated Investment Proceeds (as defined in the Original Subscription Agreement) and (2) the Jupiter Pool.

"Articles of Amendment" has the meaning ascribed to such term in the recitals to this Agreement.

"At-the-Market Distribution" means a distribution of Shares pursuant to an at-the-market program implemented by the Company pursuant to NI 44-102.

"Available Nominees" means, at any time, the maximum number of Directors based on the size of the Board at such time.

"Audit Committee" means the Audit Committee of the Board, as the same may be constituted from time to time.

"Authorization" means, with respect to any Person, any Order, license, permit, certification, approval, registration, consent, authorization, clearance, franchise, qualification, filing, privilege, variance or exemption issued or granted by, or any Contract with, any Governmental Authority having jurisdiction over such Person and/or any of its assets, as the same may have been, or may from time to time be, amended, supplemented or replaced.

"BAT Director Nominees" means, collectively, the Nominees designated as such, initially pursuant to Section 2.1, and thereafter by the BAT Group Representative pursuant to Section 2.4, and "BAT Director Nominee" means any one of them, as the context requires.

"BAT Group" means, collectively, BAT Parent and its Affiliates, and "member of the BAT Group" means any one of them, as the context requires.

"BAT Group Permitted Holders" means, collectively, the BAT Shareholder and any other member of the BAT Group.

"BAT Group Representative" has the meaning ascribed to such term in Section 4.1(1).

"BAT Parent" means British American Tobacco plc.

"BAT Shareholder" has the meaning ascribed to such term in the preamble to this Agreement.

"Board" means the board of directors of the Company, as the same may be constituted from time to time.

"bought deal" means a public offering of securities as described in the definition of "bought deal agreement" in Section 7.1 of National Instrument 44-101 - Short Form Prospectus Distributions.

"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario, Moncton, New Brunswick, New York City, New York or London, United Kingdom are authorized or required by Law to close.

"Canadian Securities Regulators" means, collectively, the securities commissions or other securities regulatory authorities in each of the Qualifying Jurisdictions.

"Cannabis" has the meaning ascribed to such term in the Cannabis Act, and includes: (1) all living or dead material, plants, seeds, plant parts or plant cells from any cannabis species or subspecies (including sativa, indica and ruderalis), including wet and dry material, trichomes, oil and extracts from cannabis (including cannabinoid or terpene extracts from the cannabis plant); and (2) biologically or synthetically synthesized analogs of cannabinoids extracted from the cannabis plant using micro-organisms, including: (a) cannabis and marijuana or marihuana (as such term is defined under Law, including the Cannabis Act); and (b) "industrial hemp" (as such term is defined in the Industrial Hemp Regulations issued under the Cannabis Act or other Laws).

"Cannabis Act" means the Cannabis Act (Canada).

"Cannabis Authorizations" means all Authorizations issued or granted, or required to be issued or granted, to a Person under or pursuant to Cannabis Laws, including all Contracts with Governmental Authorities thereunder or relating thereto.

"Cannabis Laws" means all Laws and Contracts with Governmental Authorities, and all other statutory requirements, relating to Cannabis, including the Cannabis Act and all Cannabis Authorizations.

"Collaboration Agreement" means the Collaboration Agreement dated March 10, 2021 between the BAT Shareholder and the Company in respect of the Product Development Collaboration.

"Committee" means each of the Audit Committee, the Compensation Committee, the Governance, Nominating and Sustainability Committee, and the Investment Committee, and any other committee of the Board established by the Board from time to time.

"Common Shares" has the meaning ascribed to such term in the recitals to this Agreement.

"Company" has the meaning ascribed to such term in the preamble to this Agreement.

[Redacted - definition]

"Company Shareholders" means, collectively, all Persons that own and/or control, directly or indirectly, Shares.

"Compensation Committee" means the Compensation Committee of the Board, as the same may be constituted from time to time.

"Conditions" has the meaning ascribed to such term in Section 2.4.

"Confidential Information" means, with respect to the Company and its Subsidiaries, on the one hand, and the BAT Group, on the other hand, all confidential or proprietary information, intellectual property and confidential facts relating to the business and affairs of the Company and its Subsidiaries, on the one hand, or the BAT Group, on the other hand, respectively, including their respective customers, products, services, technology, trade secrets, know-how, systems and operations; provided, that "Confidential Information" does not include any information that: (1) is or becomes generally available to the public other than as a result of disclosure, directly or indirectly, by a member of the BAT Group or any of its Representatives, on the one hand, or the Company or any of its Subsidiaries or any of their respective Representatives, on the other hand, in violation of Section 3.2; (2) is or becomes available to any member of the BAT Group or any of its Representatives, on the one hand, or the Company or any of its Subsidiaries or any of their respective Representatives, on the other hand, on a non-confidential basis from a source other than the other or any of its Representatives, as applicable, unless the applicable Person knew after reasonable inquiry that such source was prohibited from disclosing the information to it by a contractual, fiduciary or other legal obligation; or (3) the BAT Shareholder, on the one hand, or the Company, on the other hand, can show was independently acquired or developed by or on behalf of the BAT Group or any of its Representatives, on the one hand, or by the Company or any of its Subsidiaries or any of their respective Representatives, on the other hand, prior to the disclosure by or on behalf of the other of, and without the use of any, Confidential Information.

"Constating Documents" means, collectively, (i) the certificate and articles of incorporation, amendment, amalgamation or continuance, or other similar formation documents, as applicable (including the Articles of Amendment), (ii) the by-laws or other similar governance documents, as applicable, (iii) any shareholders' agreement, operating agreement or other similar agreement, as applicable, or (iv) other organizational documents and other constating documents, of the Company and its Subsidiaries, in each case, as the same may be amended, restated, replaced, modified and/or supplemented from time to time.

"Contract" means any agreement, indenture, contract, lease, deed of trust, license, option, instruments, arrangement, understanding or other commitment, in each case, whether written or oral.

"control" means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and "controlled", "controls", "controlling", "under common control with" and other similar phrases shall have the corresponding meaning.

"Convertible Securities" means any securities in the capital of the Company or any of its Subsidiaries that are convertible into, exercisable or exchangeable for, or otherwise grant the right to acquire, Shares (for greater certainty, including any subscription receipts and any share units issued pursuant to the Equity Incentive Plans from time to time).

"Demand Notice" has the meaning ascribed to such term in Section 6.1(1).

"Demand Registration" has the meaning ascribed to such term in Section 6.1(1).

"Demand Shareholder" has the meaning ascribed to such term in Section 6.1(1).

"Director" means a director on the Board.

"Directors Election Meeting" means any meeting of Company Shareholders at which individuals are proposed for election as Directors.

"Distributed Securities" means any Shares or Convertible Securities distributed or issued pursuant to a Distribution.

"Distribution" means any distribution or issuance by the Company or any of its Subsidiaries of Shares and/or Convertible Securities (for greater certainty, including any Prospectus Distribution and the payment of any dividend in Shares and/or Convertible Securities), other than any (1) Exempt Distribution and (2) issuance of Convertible Securities in the Ordinary Course pursuant to the Equity Incentive Plans.

"Distribution Notice" has the meaning ascribed to such term in Section 5.1(2).

"Equity Incentive Plans" means, collectively, all plans of the Company and/or any of its Subsidiaries in effect from time to time pursuant to which securities of the Company and/or any of its Subsidiaries may be issued, or options or other securities convertible or exercisable into, or exchangeable for, securities of the Company and/or any of its Subsidiaries may be granted, to the Persons set out therein (including the equity incentive plan approved by the Company Shareholders at the annual and special meeting of the Company Shareholders held on February 25, 2020 and re-approved at the annual and special meeting of the Company Shareholders held on February 28, 2023).

"Exempt Distribution" means any distribution or issuance by the Company or any of its Subsidiaries approved by the Board of: (1) Convertible Securities issued, and Shares issued on the exercise, conversion or exchange of such Convertible Securities, in each case pursuant to the Equity Incentive Plans in accordance with the terms thereof; (2) Shares pursuant to the exercise, conversion or exchange of any issued and outstanding Convertible Securities on the date hereof in accordance with the terms thereof, as applicable; (3) Shares pursuant to the exercise, conversion or exchange of Convertible Securities in accordance with the terms thereof, in each case, where such Convertible Securities were issued pursuant to the Pre-Emptive Right in accordance with Section 5.1;(4) Shares as purchase price consideration in connection with any business acquisition by the Company or any of its Subsidiaries, whether structured as a purchase of shares or assets and/or effected pursuant to an amalgamation, arrangement, merger or other business combination transaction; (5) Shares or Convertible Securities as de minimis equity kickers to bona fide third party debt financing sources of the Company or any of its Subsidiaries; (6) Shares pursuant to any At-the-Market Distribution; and (7) distributions or issuances which, pursuant to Securities Laws, would require shareholder approval (but only to the extent that the participation of the BAT Group Permitted Holders triggers such requirement).

"Form F-1" means Form F-1 under the U.S. Securities Act or any successor registration form under the U.S. Securities Act subsequently adopted by the SEC.

"Form F-3" means Form F-3 under the U.S. Securities Act or any registration form under the U.S. Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the issuer with the SEC.

"Governance, Nominating and Sustainability Committee" means the Governance, Nominating and Sustainability Committee of the Board, as the same may be constituted from time to time.

"Governmental Authority" means:

(1) any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise);

(2) any domestic or foreign agency, authority, ministry, department, regulatory authority, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government, including Health Canada and other applicable regulatory authorities with oversight of the Cannabis industry and any business or operations within the Cannabis industry generally;

(3) any court, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions, including the Securities Regulators; and/or

(4) the TSX, the NASDAQ and any other stock or securities exchange.

"IFRS" means the International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB), interpretations issued by the International Financial Reporting Interpretations Committee, International Accounting Standards issued by the International Accounting Standards Committee and the interpretations issued by the Standing Interpretations Committee.

"Indemnified Person" has the meaning ascribed to such term in Section 7.3.

"Investment" has the meaning ascribed to such term in the recitals to this Agreement.

"Investment Committee" means the Investment Committee of the Board, as the same may be constituted from time to time.

"Jupiter Pool" has the meaning ascribed to such term in the Additional Subscription Agreement.

"Law" means any and all applicable: (1) foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal bylaw, Order or other requirement having the force of law; (2) policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law; and (3) rule of the TSX, the NASDAQ and any other stock or securities exchange on which the Company's securities are listed and/or traded.

"NASDAQ" means the Nasdaq Global Select Market.

"NI 44-102" means National Instrument 44-102 - Shelf Distributions.

"NI 45-106" means National Instrument 45-106 - Prospectus Exemptions.

"Nomination Letter" has the meaning ascribed to such term in Section 2.4.

"Nominees" means, collectively, the nominees that are proposed for election as Directors by the Company and included in a management information circular of the Company relating to the election of Directors at a Directors Election Meeting, and "Nominee" means any one of them, as the context requires.

"Notice" has the meaning ascribed to such term in Section 10.10(1).

"Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

"Ordinary Course" means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of normal operations of such Person.

"Original Investor Rights Agreement" has the meaning ascribed to such term in the recitals to this Agreement.

"Original Subscription Agreement" has the meaning ascribed to such term in the recitals to this Agreement.

"Partially Diluted Ownership Percentage" means, at any time, the direct and/or indirect aggregate ownership interest of the BAT Group Permitted Holders in the Company, expressed as a percentage, calculated as follows: (1)(a) the aggregate number of issued and outstanding Shares owned and/or controlled by the BAT Group Permitted Holders at such time, plus (b) the aggregate number of Shares represented by any issued and outstanding Convertible Securities owned and/or controlled by the BAT Group Permitted Holders at such time, if applicable (assuming the conversion, exercise and/or exchange thereof); divided by (2)(a) the aggregate number of issued and outstanding Shares at such time, plus (b) the aggregate number of Shares represented by any issued and outstanding Convertible Securities owned and/or controlled by the BAT Group Permitted Holders at such time, if applicable (assuming the conversion, exercise and/or exchange thereof) and excluding, for greater certainty, the Shares represented by any other issued and outstanding Convertible Securities owned and/or controlled by any other Person at such time.

"Parties" means, collectively, the BAT Shareholder and the Company, and "Party" means any one of them, as the context requires.

"Person" means any individual, corporation, partnership, limited partnership, firm, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.

"Piggyback Shareholder" has the meaning ascribed to such term in Section 6.1.

"Piggyback Notice" has the meaning ascribed to such term in Section 6.1.

"Piggyback Registration" has the meaning ascribed to such term in Section 6.1.

"Pre-Emptive Right" has the meaning ascribed to such term in Section 5.1(1).

"Pre-Emptive Right Subscription Notice" has the meaning ascribed to such term in Section 5.1(3).

"Preferred Shares" has the meaning ascribed to such term in the recitals to this Agreement.