SUPPLEMENT NO. 2 TO INDENTURE (this “Second Supplemental Indenture”), dated as of June 29, 2022, among Canopy Growth Corporation, a corporation organized and existing under the Canada Business Corporations Act, as issuer (the “Company”), Computershare Trust Company, N.A. (as successor to GLAS Trust Company LLC), as U.S. trustee (the “U.S. Trustee”), and Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee,” and the Canadian Trustee, together with the U.S. Trustee, the “Trustees”).
WHEREAS, the Company and the Trustees have executed and delivered that certain Indenture (the “Existing Indenture”), dated as of June 20, 2018, relating to the Company’s 4.25% Convertible Senior Notes due 2023 (the “Notes”), and that certain Supplement No. 1 to Indenture (the “First Supplemental Indenture,” and the Existing Indenture, as supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, the “Indenture”), dated as of April 30, 2019; and
WHEREAS, the execution and delivery of this Second Supplemental Indenture is authorized by Section 10.01(e) of the Existing Indenture.
NOW, THEREFORE, each party to this Second Supplemental Indenture agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 4.25% Convertible Senior Notes due 2023 (the “Notes”).
Capitalized terms used in this Second Supplemental Indenture without definition have the respective meanings given to them in the Existing Indenture.
Article 1. AMENDMENTS
The Company hereby irrevocably surrenders its right under the Existing Indenture to settle the conversion of any Note by Physical Settlement or Combination Settlement. For the avoidance of doubt, as a result of such surrender, (i) each conversion of any Note on or after the date of this Second Supplemental Indenture will be settled by Cash Settlement; and (ii) in no event will any Common Shares be issuable upon settlement of the conversion of any Note on or after the date of this Second Supplemental Indenture.
Article 2. MISCELLANEOUS
Section 2.01. INCORPORATIONBY REFERENCEOF CERTAIN PROVISIONSOFTHE EXISTING INDENTURE.
The provisions of Sections 12.01, 17.01, 17.02, 17.03, 17.04, 17.08, 17.09, 17.11, 17.12, 17.14, 17.15, 17.16 and 17.20 of the Existing Indenture will apply to this Second Supplemental Indenture with the same force and effect as if such Sections were reproduced in this Second Supplemental Indenture, mutatis mutandis.
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