Each Unit will consist of: $1,000 principal amount of non-recourse unsecured convertible notes, reflecting a 16.67% original issue discount, convertible into that number of Class E subordinate voting shares of the Company at the Conversion Price; and Fixed Share purchase warrants, with each Warrant exercisable to acquire one Fixed Share at the Exercise Price at any time on or before the date which is 60 months after the closing date of the Offering. The number of Warrants to be issued to each Investor shall be the quotient obtained by dividing the aggregate $10M subscription amount of the Units by the Exercise Price. The Company is party to an arrangement agreement with Canopy Growth Corporation dated April 18, 2019, as amended, relating to the proposed acquisition of all issued and outstanding Fixed Shares.