Exhibit 10.2
EXECUTION VERSION
SECOND AMENDED AND RESTATED Protection Agreement
CANOPY USA, LLC
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11065220 CANADA INC.
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CANOPY GROWTH CORPORATION
January 25, 2024 |
TABLE OF CONTENTS
1. DEFINITIONS. 4
2. CONDUCT OF BUSINESS OF THE COMPANY. 11
(a) Conduct 11
(b) Restrictions 11
(c) Obligations 13
(d) Notices 14
(e) Updates 15
(f) Annual Business Plan 15
(g) Manager Rights 15
(h) Access 16
(i) Audit 16
(j) Investigations 16
(k) Public Announcements 16
(l) Government Filings 16
(m) Exercise of Conditional Options 16
(n) TerrAscend Conversion 17
(o) Acreage Acquisition 17
3. REPRESENTATIONS AND WARRANTIES. 17
4. MISCELLANEOUS. 19
(a) Successors and Assigns 19
(b) Governing Law 20
(c) Counterparts 20
(d) Titles and Subtitles 20
(e) Notices 20
(f) Amendments and Waivers 20
(g) Further Assurances 20
(h) No Third-Party Beneficiaries 20
(i) Publicity 20
(j) Severability 21
(k) Entire Agreement 21
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(l) Injunctive Relief 21
(m) Costs and Expenses 21
(n) Construction 21
(o) Waiver of Jury Trial 22
(p) Exclusive Venue 22
(q) Acknowledgement 22
(r) Control of the Business 22
(s) Delays or Omissions 23
SECOND AMENDED AND RESTATED PROTECTION AGREEMENT
THIS SECOND AMENDED AND RESTATED PROTECTION AGREEMENT made effective the ______ day of January, 2024.
AMONG:
11065220 Canada Inc., a corporation existing under the federal laws of Canada
(“Canopy Sub”)
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Canopy USA, LLC, a limited liability company existing under the laws of the State of Delaware
(the “Company”)
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Canopy Growth Corporation, a corporation existing under the federal laws of Canada
(“Canopy”)
(collectively, the “Parties” or individually, the “Party” as the context requires)
WHEREAS Canopy Sub currently owns non-voting, non-participating exchangeable shares of the Company (“Exchangeable Shares”), which are convertible into class B shares of the Company (the “Class B Shares”);
AND WHEREAS Canopy Sub currently owns class B units (“New LP I Exchangeable Units”) of Canopy USA I Limited Partnership (“New LP I”), which are convertible into class A units of New LP I (“New LP I Class A Units”);
AND WHEREAS the New LP I Exchangeable Units are non-voting, non-participating shares of New LP I;
AND WHEREAS Canopy currently owns class B units (“New LP II Exchangeable Units”) of Canopy USA II Limited Partnership (“New LP II”), which are convertible into class A units of New LP II (“New LP II Class A Units”);
AND WHEREAS the New LP II Exchangeable Units are non-voting, non-participating shares of New LP II;
AND WHEREAS Canopy currently owns class B units (“New LP III Exchangeable Units”) of Canopy USA III Limited Partnership (“New LP III”), which are convertible into class A units of New LP III (“New LP III Class A Units”);
AND WHEREAS the New LP III Exchangeable Units are non-voting, non-participating shares of New LP III;
AND WHEREAS the Company is the general partner of New LP I, New LP II and New LP III;
AND WHEREAS the Parties entered into a protection agreement (the “Original Protection Agreement”) dated October 24, 2022 in order for the Company to provide Canopy Sub and Canopy certain assurances that it will not intentionally erode the value of the Exchangeable Shares, the New LP I Exchangeable Units, the New LP II Exchangeable Units or the New LP III Exchangeable Units;
AND WHEREAS the Parties entered into an amended and restated protection agreement (the “Amended and Restated Protection Agreement”) dated May 19, 2023;
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AND WHEREAS the Parties wish to amend and restate the terms of the Amended and Restated Protection Agreement, as provided in this Agreement;
NOW THEREFORE in consideration of the foregoing premises, which are an integral part hereof, and in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement:
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All communications shall be sent to the respective Parties at their address as set forth on the signature page or to such address as subsequently modified by written notice given in accordance with this Section.
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[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.
CANOPY USA, LLC Address:
By: /s/ David Klein 35715 US Hwy 40, Ste D102
Name: David Klein Evergreen, CO
Title: Manager 80439
Attention: Legal
Email: [Omitted pursuant to Item 601(a)(6)]
11065220 CANADA INC. Address:
By: /s/ Jeridean Young 1 Hershey Drive
Name: Jeridean Young Smiths Falls, Ontario
Title: Authorized Signatory K7A 0A8
Attention: Legal
Email: [Omitted pursuant to Item 601(a)(6)]
CANOPY GROWTH CORPORATION Address:
By: /s/ Christelle Gedeon 1 Hershey Drive
Name: Christelle Gedeon Smiths Falls, Ontario
Title: Authorized Signatory K7A 0A8
Attention: Christelle Gedeon
Email: [Omitted pursuant to Item 601(a)(6)]
[Signature Page – Second Amended and Restated Protection Agreement]