Filed by newsfilecorp.com SUBSCRIPTION AGREEMENT between BT DE INVESTMENTS INC. and

SUBSCRIPTION AGREEMENT

BT DE INVESTMENTS INC.

ORGANIGRAM HOLDINGS INC.

[Certain portions of this exhibit have been redacted as they are both not material and are of the type of information that the Company treats as private or confidential. Redacted information is denoted by "[*]" in this exhibit. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.]

Schedule A - Representations and Warranties of the Company

Schedule B - Representations and Warranties and Acknowledgements of the Purchaser

Schedule C - Transaction Resolutions

Schedule D - Articles of Amendment

Schedule E - Amended & Restated Investor Rights Agreement

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT dated November 5, 2023 (this "Agreement") is made by and between BT DE Investments Inc., a corporation existing under the Laws of the State of Delaware (the "Purchaser"), and Organigram Holdings Inc., a corporation existing under the Act (the "Company").

A. The Purchaser wishes to subscribe for and purchase from the Company, and the Company wishes to issue and sell to the Purchaser, on a private placement basis: (i) 12,893,175 Subscription Shares (the "First Tranche Shares") at a price per Subscription Share of $3.2203 (the "Tranche Share Price") on the First Tranche Closing Date; (ii) 12,893,175 Subscription Shares (the "Second Tranche Shares") at the Tranche Share Price on the Second Tranche Closing Date; and (iii) 12,893,175 Subscription Shares (the "Third Tranche Shares") at the Tranche Share Price on the Third Tranche Closing Date (collectively, the "Investment"), for an aggregate subscription price in respect of such Subscription Shares of $124,559,674.36 (the "Aggregate Subscription Proceeds").

B. The Purchaser and the Company wish to enter into this Agreement to record their agreement in respect of the Investment.

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 Section 2.4.

"Act" means the Canada Business Corporations Act.

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

"Aggregate Subscription Proceeds" has the meaning given to such term in the recitals of this Agreement.

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

"Amended & Restated Investor Rights Agreement" means the amended & restated investor rights agreement to be dated as of the date of the First Tranche Closing, between the Purchaser and the Company, in substantially the form attached hereto as Schedule E.

"Anti-Corruption Laws" means the Corruption of Foreign Public Officials Act (Canada) and sections 121 (Frauds on the Government), 123 (Municipal Corruption) or 426 (Secret Commissions) of the Criminal Code (Canada) and any other analogous Laws.

"Anti-Money Laundering Laws" has the meaning ascribed to such term in Section (12)(g) of Schedule A.

"Anti-Spam Laws" means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and any other analogous Laws.

"Articles" means the certificate and articles of continuance of the Company, including any amendments thereto.

"Articles Approval" the approval by 66 2/3% of the votes cast by the Company Shareholders at the Meeting, present in person or represented by proxy at the Meeting, voting as a single class, with respect to the approval of the Articles of Amendment.

"Articles of Amendment" means the articles of amendment of the Company, to be approved by the Company Shareholders at the Meeting and to be filed in advance of the First Tranche Closing, providing for the creation of the Class A Preferred Shares, in substantially the form attached hereto as Schedule D.

"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.

"Bankruptcy Event" means, with respect to any Person, such Person: (1) committing an act of bankruptcy; (2) becoming insolvent; (3) proposing a compromise or arrangement to creditors generally; (4) a bankruptcy or receivership Order being granted by a court of competent jurisdiction against it; (5) making a voluntary assignment in bankruptcy; (6) taking any proceedings (a) with respect to a compromise or arrangement, (b) to be declared bankrupt or wound-up, or (c) to have a receiver appointed for all or any of its property; or (7) having any execution or distress become enforceable against or levied upon all or any of its assets; in each case, under or pursuant to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally.

"Bankruptcy Laws" means, collectively, all bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally.

"BAT Group Permitted Holders" has the meaning ascribed to such term in the Amended & Restated Investor Rights Agreement.

"BAT Material Adverse Effect" means any change, event, occurrence, violation, inaccuracy, circumstance, development or effect that is, individually or in the aggregate, or would reasonably be expected to be, individually or in the aggregate, materially adverse to the business, assets (including intangible assets), capitalization, liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of BAT Parent and/or its Subsidiaries taken as a whole, that arises from or would arise from the closing the First Tranche, the Second Tranche, or the Third Tranche (as applicable), except any such change, event, occurrence, violation, inaccuracy, circumstance, development or effect resulting from a decision of the board of directors of BAT Parent or by senior management of BAT Parent.

"BAT Parent" means British American Tobacco plc.

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

"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.

"Business Sustainability Breach" means, in respect of private business dealings or in dealings with the public or government sector (whether in relation to the affairs of the Company or any of its Subsidiaries or the affairs of the customers or suppliers or contacts of the Company or any of its Subsidiaries), whether directly or indirectly, any of:

(1) giving, making, offering or receiving or agreeing to give, make, offer or receive any payment, gift or other advantage which would violate any Anti-Corruption Laws;

(2) receiving, agreeing or attempting to receive the benefits of or profits from a crime or agreeing to assist any Person to retain the benefits of or profits from a crime; and

(3) involvement in or attempted involvement in modern slavery or human trafficking or agreeing or attempting to assist any Person that is involved in modern slavery or human trafficking or in any activity which would violate Human Trafficking Laws.

"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.

"Change of Control" means, other than the transactions contemplated by this Agreement or transactions involving only the Company and one or more of its wholly-owned Subsidiaries or between or among one or more of the Company's wholly-owned Subsidiaries, the consummation of any transaction or series of transactions with any Person other than the Purchaser (or any affiliate of the Purchaser) after the date of this Agreement relating to: (i) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license, supply agreement or other arrangement having the same economic effect as the foregoing) of assets representing 50% or more of the consolidated assets or contributing 50% or more of the consolidated revenue of the Company or involving 50% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (ii) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 50% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries (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, securities exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries, other than an internal capital or structure reorganization or a transaction that does not result in the Company Shareholders prior to same holding less than 50.1% of the Shares following the transaction; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

"Circular" means the notice of meeting and information circular to be prepared by the Company and delivered to the Company Shareholders in connection with the Meeting.

"Claim" means any cause of action, action, claim, demand, lawsuit, audit, proceeding or arbitration (including, for greater certainty, any proceeding or investigation by a Governmental Authority).

"Class A Preferred Shares" means the Class A preferred shares in the capital of the Company to be created upon the filing of the Articles of Amendment.

"Closing" means, as applicable, the First Tranche Closing, the Second Tranche Closing or the Third Tranche Closing.

"Closing Date" means, as applicable, the First Tranche Closing Date, the Second Tranche Closing Date or the Third Tranche Closing Date.

"Common Shares" means the common shares in the capital of the Company.

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

"Company Fundamental Representations" means, collectively, the representations and warranties relating to the Company and its Subsidiaries in the following Sections of Schedule A: Section (1) (Incorporation and Organizational Matters), Section (2) (Corporate Authorization, Qualification and Power), Section (3) (Execution and Binding Obligation), Section (4) (Authorized and Issued Capital), Section (5) (No Bankruptcy), Section (6) (Organizational Structure and Ownership of Subsidiaries), Section (8) (No Prospectus), and Section (9) (Subscription Shares Issued as Fully Paid).

"Company Intellectual Property" means Intellectual Property owned by, licensed to or used by the Company or any of its Subsidiaries.

"Company DSU" means a deferred share unit issued or issuable pursuant to the Equity Incentive Plans, as the context requires.

"Company Option" means an option to purchase Common Shares issued or issuable pursuant to the Equity Incentive Plans, as the context requires.

"Company PSU" means a preferred share unit issued or issuable pursuant to the Equity Incentive Plans, as the context requires.

"Company RSU" means a restricted share unit issued or issuable pursuant to the Equity Incentive Plans, as the context requires.

"Company Shareholders" means, collectively, all Persons that own and/or control, directly or indirectly, Shares, and "Company Shareholder" means any one of them, as the context requires.

"Company Warrant" means a warrant to purchase Common Shares pursuant to the terms of the Contract governing the issuance or grant thereof.

"Competition Act" means the Competition Act R.S.C. 1985 c. C-34, as amended.

"Competition Act Approval" means, with respect to the transactions contemplated under this Agreement: (1) the issuance of an advance ruling certificate by the Commissioner of Competition pursuant to section 102 of the Competition Act; (2) notice shall have been given under section 114 of the Competition Act and the applicable waiting period under section 123 of the Competition Act has expired or has been otherwise terminated in accordance with the Competition Act; or (3) the obligation to give the requisite notice and supply information has been waived pursuant to paragraph 113(c) of the Competition Act, and, in the case of (2) or (3), the Purchaser has been advised in writing by the Commissioner of Competition that he does not, at that time, intend to make an application under section 92 of the Competition Act, and such advice has not been rescinded.

"Confidential Information" has the meaning ascribed to such term in the Investor Rights Agreement.

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

"Data Protection Authority" means any Governmental Authority responsible for the enforcement of Data Protection Laws.

"Data Protection Laws" means all Laws relating to privacy and/or the processing of Personal Data, including PIPEDA and any similar or analogous Laws of any other jurisdiction.

"Disclosure Letter" means the disclosure letter delivered by the Company to the Purchaser concurrently with the execution of this Agreement.

"Disclosure Record" means, collectively, all of the documents which have been publicly filed by the Company pursuant to the requirements of Securities Laws, whether on SEDAR in Canada or on EDGAR in the United States.

"DRS" has the meaning ascribed to such term in Section 2.1(4).

"EDGAR" means the Electronic Data Gathering, Analysis and Retrieval system of the SEC.

"Employee Plans" has the meaning ascribed to such term in Section (23)(g) of Schedule A.

"Encumbrance" means, with respect to any property or asset, any mortgage, lien (statutory or otherwise), pledge, charge, security interest, hypothec, prior Claim, occupancy right, right of first refusal or offer, adverse Claim, lease, easement, encroachment, right of way, title defect, license, option, title retention agreement or arrangement, conditional sale, deemed or statutory trust, restrictive covenant or other encumbrance of any nature, in each case, whether contingent or absolute.

"Environmental Laws" means all Laws and Contracts with Governmental Authorities, and all other statutory requirements, relating to public health, the protection of the environment, or the generation, transportation, storage, treatment or disposal of any Hazardous Materials, and all Authorizations issued or granted pursuant to or under such Laws, Contracts and other statutory requirements.

"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 re-approved by the Company Shareholders at the annual and special meeting of the Company Shareholders held on February 28, 2023).

"Financial Statements" means, collectively, the: (1) audited consolidated financial statements of the Company and its Subsidiaries as at and for the years ended August 31, 2022 and August 31, 2021, including the notes thereto together with any auditor's report thereon as at and for the periods included therein; (2) unaudited consolidated financial statements of the Company and its Subsidiaries as at and for the period ended May 31, 2023; and (3) to the extent (1) and (2) are not the most recently filed audited and / or interim financial statements of the Company as at the Second Tranche Closing or the Third Tranche Closing, the most recently filed audited and interim financial statements of the Company.

"First Tranche" means the issue, allotment and delivery of, and payment for, the First Tranche Shares in accordance with the provisions of this Agreement;

"First Tranche Closing" means the closing of the First Tranche.

"First Tranche Closing Date" means the date that is three (3) Business Days after the date upon which the conditions set forth in Section 5.1 and Section 5.2 with respect to the First Tranche are satisfied or waived (other than the satisfaction of those conditions that, by their terms, cannot be satisfied until the First Tranche Closing Date) or such earlier date as the Parties may mutually agree in writing, provided that such date shall be no later than April 30, 2024 unless the Parties mutually so agree in writing.

"First Tranche Closing Time" means 11:59 p.m. (Toronto time) on the First Tranche Closing Date, or such other time as the Parties may mutually agree in writing.

"First Tranche Shares" has the meaning ascribed to such term in the recitals of this Agreement.

"First Tranche Subscription Proceeds" means the aggregate amount to be paid by the Purchaser at the First Tranche Closing in consideration for the subscription by the Purchaser of the First Tranche Shares (issued at the Tranche Share Price), being $41,519,891.45.

"Governmental Authority" means:

(1) any domestic or foreign government, whether national, federal, provincial, state, regional, 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, commissioner, 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, NASDAQ and any other stock or securities exchange.

"Hazardous Materials" means, collectively, petroleum, petroleum hydrocarbons, petroleum products or petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, mould, lead or lead- containing materials, and polychlorinated biphenyls, and any other chemical, material, natural or artificial substance, waste or thing (whether in a solid, gas, liquid, gas, vapour or other form) in any amount or concentration that is: (1) now or hereafter becomes defined as or included in the definition of "hazardous substances", "hazardous materials", "hazardous wastes", "extremely hazardous wastes", "restricted hazardous wastes", "toxic substances", "toxic pollutants", "pollutants", "deleterious substances", "dangerous goods", "corrosive substances", "regulated substances", "solid wastes" or "contaminants" or words of similar import under any Environmental Laws; or (2) otherwise regulated under or for which liability can be imposed under Environmental Laws, or that is capable (alone or in combination) of causing harm to humans or any other living organism, or of damaging the environment or public health or welfare (including controlled, clinical, special or hazardous waste, polluting, toxic or dangerous substances, radiation, noise, vibration, electricity and heat).

"Human Trafficking Laws" means the Modern Slavery Act 2015 (United Kingdom), the Criminal Code of Canada and the Immigration and Refugee Protection Act (Canada) and any other analogous Laws.

"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.

"Indebtedness" means, with respect to any Person, without duplication: (1) all indebtedness for borrowed money; (2) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance sheet prepared in conformity with IFRS; (3) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (4) any obligation owed for all or any part of the deferred purchase price of property or services; (5) all indebtedness secured by any Encumbrance on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person; (6) the face amount of any letter of credit or banker's acceptance issued or accepted, as the case may be, for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings or otherwise; (7) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the Ordinary Course), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another Person (or such Person in a different capacity); (8) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any Contract relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (9) all obligations of such Person in respect of which interest charges are customarily paid; and (10) all net obligations, determined on a marked-to- market-basis, of such Person in respect of any exchange traded or over the counter derivative transaction, whether entered into for hedging or speculative purposes or otherwise.

"Information" means, collectively: (1) know-how (including trade secrets and other unpatented or unpatentable proprietary or Confidential Information, systems or procedures); (2) computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever; (3) any information of a scientific, technical, or business nature; (4) pharmacological, medicinal chemistry, biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data and stability data; (5) process, horticultural and development information, results and data; (6) research, developmental, and demonstration work; (7) data and data files; and (8) all other information, methods, processes, formulations and formulae. For greater certainty, "Information": (a) may be embodied in or on any media, including hardware, software and/or documentation; (b) includes inventions to the extent such inventions are not included in Intellectual Property Rights; and (c) may include elements of public or non-proprietary information (provided, that the compilation of such public or non-proprietary information with or without other proprietary information results in such compilation being considered as proprietary to the Person compiling such information).

"Intellectual Property" means, collectively, all Intellectual Property Rights and Information.

"Intellectual Property Rights" means, collectively, all intellectual property rights as recognized under the Laws of Canada or any other countries or jurisdictions, including rights in and to Patents, Trademarks, copyrights, industrial designs and other intellectual property, and includes all applications or registrations, including any continuations, continuations in part, reissues, re- examinations, renewals and extensions thereof and amendments thereto, and rights to apply in any or all countries of the world for such registrations and applications, rights to bring a Claim, at law, in equity or otherwise, for any past, present and/or future infringement, violation or misappropriation, rights and privileges arising under Laws, and other industrial or intellectual property rights of the same or similar effect or nature in any jurisdiction relating to the foregoing throughout the world, and all goodwill associated with the foregoing.

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

"Investor Rights Agreement" means the investor rights agreement dated as of March 10, 2021, between the Purchaser and the Company.

"Jupiter Pool" has the meaning has the meaning ascribed to such term in Section 2.5(2).