Option Grant Agreement (U.S. and Canadian Employees)

Number of Common Shares subject to the Options:

###TOTAL_AWARDS### (the “Optioned Shares”)

Date of Grant:

###GRANT_DATE### (the “Grant Date”)

Exercise Price (per Common Share):

###GRANT_PRICE### (the “Exercise Price”)

Vesting:

Subject always to the right of Canopy Growth to cancel such Options on earlier dates in accordance with the provisions of the Plan, the Options will vest and be exercisable in tranches representing 1/3 of the total grant on the following dates: ###VEST_SCHEDULE_TABLE###

Options will cease to vest on the last date enumerated in the table above, unless:

(a)        You provide Canopy Growth with notice of resignation, in which case any unvested Options will cease to vest on the date on which you provide notice of resignation from your employment with Canopy Growth;

(b)        Canopy Growth terminates your Service (as such term is defined in the Plan) for “cause” (as such term is defined in the Plan), in which case any unvested Options will cease to vest on that date;

(c)        Canopy Growth terminates your Service without cause, in which case any unvested Options will cease to vest on the date that is the conclusion to the applicable statutory notice period required in consideration of the termination of your employment by Canopy Growth without cause;

(d)        The law deems your Service to be terminated, in which case any unvested Options will cease to vest on the date deemed by law to be date of such termination;

(e)        Your Service with Canopy Growth terminates due to death or Disability (as defined below), in which case any unvested Options shall vest 30 days following the date of death or Disability; or

(f)        Your Service with Canopy Growth terminates due to Retirement (as defined below), in which case, provided the date on which you provide notice of Retirement is no earlier than six months following the Date of Grant, your Options will continue to vest in accordance with the schedule set forth above (irrespective of any continued employment or Service requirement). Notwithstanding the foregoing provisions of this section, in the event of your breach of any restrictive covenants regarding non-competition and/or non-solicitation (the “Restrictive Covenants”) incumbent on you pursuant to your employment agreement with the Company following cessation of Service due to Retirement, in addition to any relief described in the Employment Agreement, all unvested Options held by you shall be immediately forfeited on the date which you breach a Restrictive Covenant unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan, and any gain realized by you from the vesting and/ exercise of any Options following such breach, shall be paid by you to the Company.

Following the applicable date of cessation of vesting of your Options above, you will not be entitled to any further vesting of Options nor to damages or compensation of any sort as a result of such limitation.

For purposes of this Award Agreement: “Retirement” means that you (i) voluntarily elect to terminate your Service with Canopy Growth after you attain the age of sixty (60) years old, (ii) have completed five (5) Full Years of continuous Service, (iii) have provided reasonable notice to the company, and (iv) have not received a cash severance or other termination payment in excess of what is provided for in your employment agreement on the occasion of resignation, and a “Full Year” means a twelve-month period beginning on the date of your commencement of Service and each anniversary thereof.

Further, for purposes of this Award Agreement, “Disability” has the same meaning as that provided for in the U.S. Internal Revenue Code Treasury regulation section 1.409A-3(i)(4)(i)(A) (which generally means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.)

Exercise Rights:

Options shall only be exercisable with respect to vested Optioned Shares, and shall be subject to the following additional restrictions:

If you resign other than pursuant to Retirement then, subject you being in a Blackout Period, you will have ninety (90) days from the date on which you provide notice of resignation to exercise any vested Options.

If: (a) your Service is terminated without cause; or (b) the law deems your Service to be terminated, then, subject to you being in a Blackout Period, you will have ninety (90) days from the conclusion of the applicable statutory notice period required in consideration of the termination of your employment to exercise any vested Options.

If your Service terminates due to death or Disability, then, subject to your being in a Blackout Period, you or your legal representatives, as applicable, will have ninety (90) days from the date of death or Disability to exercise any vested Options.

If the last day on which you would be eligible to exercise a vested Option is during, or within 10 business days of the expiration of an applicable Blackout Period, then the exercise period shall be extended to the close of business on the 10th business day following the expiration of the Blackout Period.

If your Service with Canopy Growth terminates due to Retirement and the date on which you provide notice of Retirement is no earlier than six months prior to the Date of Grant, then, once vested, vested Options may be exercised at any time prior to the Expiry Date set forth below.

Expiry Date:

The date six (6) years after the Grant Date

Confidentiality

The terms of this Options grant are confidential and we expect that you will maintain the confidentiality of the grant and not disclose details to other members of the Canopy Growth team or anyone outside Canopy Growth.

###PARTICIPANT_NAME###

###HOME_ADDRESS###

###ACCEPTANCE_DATE###

Signature

Address

Accepted