Greenhill & Co. Canada Ltd. (" Greenhill ") acted as financial advisor to Canopy Growth and provided an independent fairness opinion to the board of directors of Canopy Growth (the "Canopy Board") that the Exchange Ratio payable pursuant to the Transaction is fair, from a financial point of view, to Canopy Growth. Upon receipt of the fairness opinion from Greenhill, the Transaction and the Amendments were unanimously approved by the Canopy Board, other than directors who abstained from voting on the transactions as a result of the Amendments. All Board members support the Transaction and the Amendments.