SUBSCRIPTION AGREEMENT FOR SERIES 1 PREFERRED SHARES OF HEXO CORP.

HEXO Corp. (the “Corporation”)

BPY LIMITED                                                             

Number of Preferred Shares Tranche 1: 11,500,000

(Name of Subscriber - please print)

Number of Preferred Shares Tranche 2: 13,500,000

By:

(signed) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇                                           

(Authorized Signature)

Director                                                                            

(Official Capacity or Title - please print)

Subscription Price Tranche 1: US$11,500,000

Subscription Price Tranche 2: US$13,500,000

▇▇▇▇▇ ▇▇▇▇▇▇▇▇                                                                 

(Please print name of individual whose signature appears above if different than the name of the Subscriber printed above.)

Wessex House 3rd Floor                                                

(Subscriber’s Address)

▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇                                                

▇/▇ ▇▇▇▇▇▇▇▇▇▇ Ltd ▇▇▇-▇▇▇-▇▇▇▇

HM 12, Bermuda                                                            

(Telephone Number)

c/o ▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇                                            

(E-Mail Address)

Disclosed Beneficial Purchaser Information:

If the Subscriber is signing as agent for a principal pursuant to paragraph 3(g)(i) (the “Disclosed Beneficial Purchaser”), complete the following and ensure that Appendix A to Exhibit 1 is completed on behalf of such Disclosed Beneficial Purchaser:

(Name of Disclosed Beneficial Purchaser)

(Disclosed Beneficial Purchaser’s Residential Address, Telephone Number and E-mail Address)

Register the Preferred Shares as set forth below:

Deliver the Preferred Shares as set forth below:

BPY Limited                                                                  

(Name)

(Account reference, if applicable)

Wessex House 3rd Floor, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇                     

(Address)

▇▇▇▇▇▇▇▇, ▇▇ ▇▇, ▇▇▇▇▇▇▇                                        

BPY Limited                                                               

(Name)

(Account reference, if applicable)

▇▇▇▇▇▇ ▇▇▇▇▇                                                                 

(Contact Name)

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇                                                 

(▇▇▇▇▇▇▇)

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇                        

Subscriber’s Present Holdings:

The Subscriber represents that securities of the Corporation presently owned (beneficially, directly or indirectly) by the Subscriber (or the Disclosed Beneficial Purchaser, if applicable) or over which the Subscriber (or the Disclosed Beneficial Purchaser, if applicable) exercises control or direction, are as follows (please indicate “nil” if you (or the Disclosed Beneficial Purchaser, if applicable) do not currently own or control any securities of the Corporation):

Type of Securities Presently Owned

Warrant - CUSIP ▇▇▇▇▇▇▇▇▇, ISIN CA4283041826

Warrant - CUSIP ▇▇▇▇▇▇▇▇▇, ISIN CA4283041909

The Subscriber represents that the Subscriber (or the Disclosed Beneficial Purchaser, if applicable) is ☐ or is not ☒ (check one) an insider of the Corporation (as defined in Exhibit 1).

The Subscriber represents that the Subscriber (or the Disclosed Beneficial Purchaser, if applicable) is ☐ or is not ☒ (check one) a promoter of the Corporation (as defined in Exhibit 1).

The Subscriber represents that the Subscriber (or the Disclosed Beneficial Purchaser, if applicable) is ☐ or is not ☒ (check one) a registrant (as defined in Exhibit 1).

HEXO CORP.

By:

(signed) ▇▇▇ ▇▇▇▇▇▇▇

The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that this subscription is subject to rejection, acceptance or allotment by the Corporation in whole or in part.

The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that the Series 1 Preferred Shares subscribed for by it in two separate tranches hereunder, namely 11,500,000 Series 1 Preferred Shares (the “Tranche 1 Subscription”) and, subject to the conditions as set out herein, 13,500,000 Series 1 Preferred Shares (the “Tranche 2 Subscription”) (collectively, the “Preferred Shares”) comprise the entire issuance and sale by the Corporation of up to 25,000,000 Preferred Shares (the “Offering”). The share provisions attached hereto as Exhibit 3 set out the terms and conditions of the Preferred Shares.

The Corporation represents and warrants to the Subscriber that at each of the Tranche 1 Closing Time and the Tranche 2 Closing Time (as defined herein):

the Corporation is a corporation incorporated, organized and existing under the laws Ontario and has the corporate power and authority to enter into and perform its obligations under this Subscription Agreement and the Escrow Agreement (as defined below);

the execution, delivery and performance by the Corporation of this Subscription Agreement and the Escrow Agreement:

have been duly authorized by all necessary corporate action on the part of the Corporation; and

do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) result in a breach or a violation of, or conflict with, or allow any other person to exercise any rights under, any of its constating documents, shareholders’ agreements, by-laws or resolutions of its board of directors or shareholders;

the execution, delivery and performance by the Corporation of this Subscription Agreement and the Escrow Agreement do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

result in a breach or a violation of, conflict with, or cause the termination or revocation of, any authorization held by the Corporation;

result in a breach or a violation of, or conflict with, any judgement, judicial order or decree of any governmental authority; or

result in a breach or a violation of, or conflict with, any law applicable to the Corporation.

this Subscription Agreement and the Escrow Agreement have been (or will be) duly executed and delivered by the Corporation and constitute (or will constitute) legal, valid and binding obligations of the Corporation, enforceable against it in accordance with their respective terms;

immediately prior to:

the Tranche 1 Closing Time, the authorized capital of the Corporation shall consist of an unlimited number of common shares, an unlimited number of special shares issuable in series (including an unlimited number of Preferred Shares), of which nil special shares and nil Preferred Shares are issued and outstanding and 43,996,355 common shares have been duly issued and are outstanding as fully paid and non-assessable;

the Tranche 2 Closing Time, the authorized capital of the Corporation shall consist of an unlimited number of common shares, an unlimited number of special shares issuable in series, and an unlimited number of Preferred Shares, of which nil special shares are issued and outstanding and 43,996,355 common shares and 11,500,000 Preferred Shares have been duly issued and are outstanding as fully paid and non-assessable;

the Preferred Shares are duly authorized and, when issued and paid for in accordance with this Subscription Agreement, will be duly and validly issued, fully paid, and non-assessable, free and clear of any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction imposed by the Corporation. Assuming the accuracy of the representations and warranties of the Subscriber in Section 4 of this Subscription Agreement, the Preferred Shares will be issued in compliance with applicable securities laws.

The Subscriber on its own behalf and, if applicable, on behalf of the Disclosed Beneficial Purchaser for whom it is contracting represents, warrants and covenants to the Corporation (and acknowledges that the Corporation is relying thereon) at each of the Tranche 1 Closing Time and the Tranche 2 Closing Time:

it has been independently advised as to restrictions with respect to trading in the Preferred Shares imposed by applicable securities laws, confirms that no representation (written or oral) has been made to it by or on behalf of the Corporation with respect hereto, acknowledges that it is aware of the characteristics of the Preferred Shares, the risks relating to an investment therein and of the fact that it may not be able to resell the Preferred Shares except in accordance with limited exemptions under applicable securities laws and regulatory policy until expiry of the applicable restricted period and compliance with the other requirements of applicable law and it agrees that, in addition to any further legend which may be required by the Toronto Stock Exchange or the Nasdaq, any certificates representing the Preferred Shares are to bear the following legend indicating that the resale of such securities is restricted:

it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, prospectus, sales or advertising literature, or any other document (other than an annual report, annual information form, interim report, information circular or any other continuous disclosure document, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Preferred Shares;

it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display and the internet) with respect to the distribution of the Preferred Shares;

it understands that the Preferred Shares are being offered for sale only on a “private placement” basis and that the sale and delivery of the Preferred Shares is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivery of an offering memorandum and, as a consequence (i) the Subscriber may be restricted from using most of the protections, rights and remedies, available under securities legislation, (ii) the Subscriber may not receive information that would otherwise be required to be provided to it under securities legislation, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under securities legislation;

it understands that it will not have the right to vote at the special meeting of the Corporation’s shareholders on the pending arrangement pursuant to the arrangement agreement dated April 10, 2023 between the Corporation and Tilray Brands, Inc. (the “Pending Arrangement”), nor to exercise any dissent rights with respect to the Pending Arrangement;

if the Subscriber is not purchasing under subsection 4(h), it is purchasing the Preferred Shares as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Preferred Shares, and it is resident in the jurisdiction set out as the “Subscriber’s Address” on the face page hereof and the Subscriber fully complies with one or more of the criteria set out below:

it is an “accredited investor”, as such term is defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or, where applicable, section 73.3 (1) of the Securities Act (Ontario), it was not created and is not being used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has concurrently executed and delivered a Representation Letter in the form attached to this Subscription Agreement as Exhibit 1 and specifically represents and warrants that one or more of the categories set forth in Appendix A to Exhibit 1 attached to the Representation Letter correctly, and in all respects, describes the Subscriber, and will describe the Subscriber as at the as at Tranche 1 Closing Date or the Tranche 2 Closing Date, as applicable, and the Subscriber has so indicated by initialling next to the category in such Appendix A which so describes it; or

the Subscriber is not an individual and the aggregate acquisition cost of the Preferred Shares to the Subscriber is not less than $150,000 and it was not created and is not being used solely to purchase or hold securities in reliance on the prospectus exemption set out in section 2.10 of NI 45-106;

the Subscriber understands that the Corporation (A) must take reasonable steps to verify that the Subscriber meets the conditions of the accredited investor exemption; (B) may need to request additional information and documentation from the Subscriber in connection with such verification; and (C) will retain such information and documentation for a period of eight years following the applicable Closing Date;

if the Subscriber is not purchasing as principal, it is duly authorized to enter into this Subscription Agreement and to execute and deliver all documentation in connection with the purchase on behalf of each beneficial purchaser, each of whom is purchasing as principal for its own account, not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Preferred Shares, it acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Preferred Shares for whom it may be acting, and it and each beneficial purchaser is resident in the jurisdiction set out as the “Subscriber’s Address” or the “Disclosed Beneficial Purchaser’s Residential Address”, as applicable, and the Subscriber is either:

acting as agent for a Disclosed Beneficial Purchaser, who is disclosed on the face page of this Subscription Agreement, who is resident in the jurisdiction set out as the “Disclosed Beneficial Purchaser’s Residential Address” and who complies with paragraph (i) of subsection 4(f) hereof as if all references therein were to the Disclosed Beneficial Purchaser rather than to the Subscriber and the Subscriber has concurrently executed and delivered a Representation Letter in the form attached hereto as Exhibit 1 and Appendix A on behalf of such Disclosed Beneficial Purchaser; or

deemed to be purchasing as principal under NI 45-106 because it is an “accredited investor” as such term is defined in paragraphs (p) or (q) of the definition of “accredited investor” in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement and has concurrently executed and delivered a Representation Letter in the form attached hereto as Exhibit 1 and has initialled Appendix A thereto indicating that the Subscriber satisfies one of the categories of “accredited investor” set out in paragraphs (p) or (q) of Appendix A thereto;

if the Subscriber or any other purchaser for whom it is acting hereunder is resident in or otherwise subject to the applicable securities laws of a jurisdiction outside of Canada, it has concurrently executed and delivered a Representation Letter in the form attached to this Subscription Agreement as Exhibit 2 and will provide such evidence of compliance with all matters described in such Representation Letter as the Corporation or its counsel may request;

it acknowledges that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Preferred Shares;

there is no government or other insurance covering the Preferred Shares;

there are risks associated with the purchase of the Preferred Shares;

there are restrictions on the Subscriber’s ability to resell the Preferred Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Preferred Shares;

the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus under the Securities Act (Ontario) and other applicable securities laws of each other province and territory of Canada and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Ontario) and other applicable securities laws of each other province and territory of Canada, including statutory rights of rescission or damages, will not be available to the Subscriber; and

the certificate representing the Preferred Shares will be endorsed with a legend stating that such securities will be subject to restrictions on resale in accordance with applicable securities legislation;

the Preferred Shares have not been offered to the Subscriber (or any person on whose behalf the Subscriber is contracting) in the United States, and any person making the order to purchase the Preferred Shares and executing and delivering this Subscription Agreement was not in the United States when the order was placed and this Subscription Agreement was executed and delivered, unless such person is a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States signing on behalf of a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a Disclosed Beneficial Purchaser which is not in the United States or a U.S. Person (as described below);

it is not a U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) and is not purchasing the Preferred Shares on behalf of, or for the account or benefit of, a person in the United States or a U.S. Person;

it is aware that the Preferred Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and that these securities may not be offered or sold in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states and acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Preferred Shares;

it undertakes and agrees that it will not offer or sell any of the Preferred Shares in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that it will not resell the Preferred Shares, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules;

it has not purchased the Preferred Shares as a result of any form of directed selling efforts in the United States, as such term is defined in Regulation S under the U.S. Securities Act;

it understands and acknowledges that the Corporation (i) is under no obligation to be or to remain a “foreign issuer”, as such term is defined in the U.S. Securities Act, (ii) may not, at the time the Subscriber sells the Preferred Shares or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions that could cause the Corporation not to be a foreign issuer;

it pre-existed the offering of the Preferred Shares and has a bona fide business purpose other than the investment in the Preferred Shares and was not created, formed or established solely or primarily to acquire securities, or to permit purchases of securities without a prospectus, in reliance on an exemption from the prospectus requirements of applicable securities legislation;

it has the legal capacity to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, trustees, fiduciaries, shareholders, partners, stakeholders, holders of voting securities or otherwise have been given and obtained;

the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber (or any person on whose behalf the Subscriber is contracting), or if the Subscriber (or any person on whose behalf the Subscriber is contracting) is not a natural person, any of such person’s constating documents, or any agreement to which such person is a party or by which it is bound;

this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;

in the case of a subscription by it for Preferred Shares acting as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such principal;

it has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Preferred Shares and is able to, and agrees to, bear the economic risk of loss of its investment or, where it is not purchasing as principal, each beneficial purchaser is able to, and agrees to, bear the economic risk of loss of its investment;

except for the representations and warranties made by the Corporation to the Subscriber in this Subscription Agreement, it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation, such publicly available information having been delivered to the Subscriber without independent investigation or verification, and agrees that the Corporation assumes no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed;

acknowledges that the Corporation’s counsel are acting as counsel to the Corporation and not as counsel to the Subscriber (or any person on whose behalf the Subscriber is contracting);

if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Preferred Shares, including, without limitation: (A) this Subscription Agreement; and (B) if the Subscriber, or if applicable, the Disclosed Beneficial Purchaser, is an accredited investor, a Representation Letter in the form attached as Exhibit 1 hereto;

the acquisition of the Preferred Shares hereunder by the Subscriber (and each person on whose behalf the Subscriber is contracting) will not result in the Subscriber (or any such person) becoming a “control person” in respect of the Corporation, as defined under applicable securities laws;

the Subscriber is not purchasing the Preferred Shares with knowledge of any material information or material change concerning the Corporation that has not been generally disclosed;

other than as set out in the share terms attached as Exhibit 3 hereto, no person has made to the Subscriber (or any person on whose behalf the Subscriber is contracting) any written or oral representations (i) that any person will resell or repurchase the Preferred Shares, or (ii) that any person will refund the purchase price of the Preferred Shares, or (iii) as to the future price or value of the Preferred Shares;

the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation and TSX Trust Company of Canada (the “Escrow Agent”) hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA; and to the best of its knowledge (i) none of the subscription funds to be provided by the Subscriber (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Corporation and the Escrow Agent if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation and the Escrow Agent with appropriate information in connection therewith; and

the Subscriber (including any person on whose behalf the Subscriber is contracting) has been encouraged to obtain independent legal, income tax and investment advice with respect to this subscription for Preferred Shares and accordingly, has had the opportunity to acquire an understanding of the meanings of all terms contained herein relevant to the Subscriber (and each person on whose behalf the Subscriber is contracting) for purposes of giving representations, warranties and covenants under this Subscription Agreement.

Closing this subscription for Preferred Shares (the “Closings”) will be completed electronically or at the offices of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP in the City of Toronto, Ontario, in the case of Tranche 1 Subscription at 8:00 a.m. (Toronto Time) or such other time as agreed to by the parties (the “Tranche 1 Closing Time”) on June 1, 2023, or such other date agreed to by the parties (the “Tranche 1 Closing Date”), and in the case of Tranche 2 Subscription at the actual time (Toronto Time) (the “Tranche 2 Closing Time”) on the day the Escrow Release Notice (as such term is defined in the Escrow Agreement) is delivered by the Corporation to each of the Escrow Agent and the Subscriber (the “Tranche 2 Closing Date”), in each case, against delivery of certificates or by other electronic evidence of ownership representing the Preferred Shares.

The Subscriber’s obligation to purchase the Preferred Shares at each of the Tranche 1 Closing Time on the Tranche 1 Closing Date and the Tranche 2 Closing Time on the Tranche 2 Closing Date shall be subject to the following conditions:

each of the representations and warranties of the Corporation contained in this Agreement are accurate as at the Tranche 1 Closing Time and the Tranche 2 Closing Time, as applicable;

all covenants and agreements of the Corporation contained in this Agreement have been performed or completed by the Corporation;

the Corporation, Escrow Agent and Subscriber shall have entered into the Escrow Agreement;

there is no order in effect that temporarily or permanently prohibits the completion of the transactions contemplated by this Subscription Agreement; and

the Offering has been conditionally approved by the Toronto Stock Exchange.

The Corporation’s obligations to sell the Preferred Shares to the Subscriber at each of Tranche 1 Closing Time and Tranche 2 Closing Time on Tranche 1 Closing Date or Tranche 2 Closing Date, as the case may be, shall be subject to the following conditions:

each of the representations and warranties of the Subscriber contained in this Agreement is accurate as at the Tranche 1 Closing Time and the Tranche 2 Closing Time, as applicable;

all covenants and agreements of the Subscriber contained in this Agreement have been performed or completed in all material respects by the Subscriber;

the Corporation, Escrow Agent and Subscriber shall have entered into the Escrow Agreement;

there is no order in effect that temporarily or permanently prohibits the completion of the transactions contemplated by this Subscription Agreement; and

the Offering has been conditionally approved by the Toronto Stock Exchange.

At the Tranche 1 Closing Time, the Subscriber shall wire (i) USD$11,500,000 to, or to the direction of, the Corporation and (ii) USD$13,500,000 to the Escrow Agent in accordance with the terms of the escrow agreement among the Corporation, the Subscriber and the Escrow Agent (the “Escrow Agreement”) and the Corporation shall issue 11,500,000 Preferred Shares.

At the Tranche 2 Closing Time, the Corporation shall issue 13,500,000 Preferred Shares to the Subscriber.

The Corporation shall be entitled to rely on an executed copy of this Subscription Agreement delivered electronically (including email), and acceptance by the Corporation of such executed copy of this Subscription Agreement shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

The Subscriber hereby covenants and agrees that it shall not have the right to vote the Preferred Shares at the special meeting of shareholders of the Corporation scheduled for June 14, 2023 or at any adjournment or postponement thereof (the “Meeting”). The Subscriber also hereby waives any right to dissent in respect of the special resolution approving an arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Corporation and Tilray Brands, Inc. (the “Arrangement Resolution”).

The Subscriber hereby covenants and agrees that if it is required or permitted to vote by court order or otherwise, the Subscriber will vote all of its Preferred Shares held as of the record date for voting at the Meeting (i) in favour of the Arrangement Resolution and any other matter necessary for the consummation of the Pending Arrangement and (ii) against any action, proposal, transaction, agreement, or other matter that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Pending Arrangement.

The Subscriber hereby covenants and acknowledges that, as set out in further detail in the articles of the Corporation, unless otherwise approved by the Toronto Stock Exchange, the Subscriber and any subsequent holder of Series 1 Preferred Shares shall be entitled to convert only such number of Series 1 Preferred Shares as would result in the Subscriber or other holder of Series 1 Preferred Shares owning no more than 9.9% of the issued and outstanding Common Shares after giving effect to the conversion.

The Subscriber, on its own behalf and (if applicable) on behalf of others for whom it is contracting hereunder, agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the Subscriber’s execution of this Subscription Agreement and as of Tranche 1 Closing Time and Tranche 2 Closing Time, as applicable, and will survive the completion of the issuance of the Preferred Shares. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation and its counsel in determining the eligibility of a purchaser of the Preferred Shares and the Subscriber agrees to indemnify and save harmless the Corporation its respective affiliates, shareholders, directors, officers, employees and counsel against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur which are caused or arise from a breach thereof. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the respective Closing Time.

The obligations of the parties hereunder are subject to acceptance of the terms of the Offering by the Toronto Stock Exchange, the Nasdaq and any other required regulatory approvals.

The Subscriber acknowledges that this Subscription Agreement, Exhibits 1, 2 and Appendix A require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility (or that of any Disclosed Beneficial Purchaser) to purchase the Preferred Shares under applicable securities laws, preparing and registering certificates representing the Preferred Shares to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber’s personal information (and that of any Disclosed Beneficial Purchaser) will be included in closing books prepared in connection with the Offering and may be disclosed by the Corporation to: (i) stock exchanges and/or securities regulatory authorities (including the OSC and other relevant securities commissions); (ii) the Corporation’s registrar and transfer agent; (iii) Canadian tax authorities; (iv) any of the other parties involved in the Offering, including legal counsel; and (v) other parties subsequent to the Offering, including legal counsel, reviewing closing books prepared in connection with the Offering. By executing this Subscription Agreement, the Subscriber (on its own behalf and on behalf of any Disclosed Beneficial Purchaser for whom it is contracting hereunder):

consents to the foregoing collection, use and disclosure of the Subscriber’s (and any Disclosed Beneficial Purchaser’s) personal information;

consents to the filing of copies or originals of any of the Subscriber’s documents delivered in connection with this Subscription Agreement as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby and expressly consents to the collection, use and disclosure of the Subscriber’s (and any Disclosed Beneficial Purchaser’s) personal information by the Toronto Stock Exchange for the purposes identified by such exchange, from time to time; and

acknowledges that it has been notified by the Corporation (i) of the requirement to deliver to the Ontario Securities Commission (the “OSC”) the full name, residential address and telephone number of the purchaser of the securities, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the OSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and (iv) that the Administrative Support Clerk can be contacted at Ontario Securities Commission, Suite 1903, Box ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or at (▇▇▇) ▇▇▇-▇▇▇▇, and can answer any questions about the OSC’s indirect collection of this information.

The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the sale of the Preferred Shares to the Subscriber shall be borne by the Subscriber.

The Subscriber acknowledges that it has consented to and requested that all documents evidencing or relating in any way to the sale of the Preferred Shares be drawn up in the English language only. Le soussigné reconnaît par les présentes avoir consenti et exigé que tous les documents faisant foi ou se rapportant de quelque manière à la vente d’actions soient rédigés en anglais seulement.

The contract arising out of this Subscription Agreement and all documents relating thereto is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

Time is of the essence hereof.

This Subscription Agreement (including the exhibits) represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

The terms and provisions of this Subscription Agreement are binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except for as otherwise herein provided, this Subscription Agreement is not assignable by any party hereto without prior written consent of the other parties.

The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder.

Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

The invalidity, illegality or unenforceability of any provision of this Subscription Agreement does not affect the validity, legality or enforceability of any other provision hereof.

The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof.

The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.

In this Subscription Agreement (including exhibits), references to “$” are to Canadian dollars, unless otherwise noted.

HEXO Corp. (the “Corporation”)

the undersigned Subscriber is resident in the jurisdiction set out as the “Subscriber’s Address” on the face page of the Subscription Agreement and if the undersigned Subscriber is purchasing as agent for a Disclosed Beneficial Purchaser, the Disclosed Beneficial Purchaser is resident in the jurisdiction set out as the “Disclosed Beneficial Purchaser’s Residential Address” on the face page of the Subscription Agreement;

the undersigned Subscriber is either (a) purchasing the Preferred Shares as principal for its own account, (b) deemed to be purchasing the Preferred Shares as principal in accordance with subsection 2.3(2) or (4) of National Instrument 45-106 Prospectus Exemptions (NI 45-106), or (c) acting as agent for a Disclosed Beneficial Purchaser who is purchasing the Preferred Shares as principal for its own account;

the undersigned Subscriber (or if the undersigned Subscriber is purchasing as agent for a Disclosed Beneficial Purchaser, the Disclosed Beneficial Purchaser) is an “accredited investor” within the meaning of NI 45-106 or the Securities Act (Ontario), where applicable, by virtue of satisfying the indicated criterion as set out in Appendix A to this Representation Letter;

the undersigned Subscriber (or if the undersigned Subscriber is purchasing as agent for a Disclosed Beneficial Purchaser, the Disclosed Beneficial Purchaser) was not created, and is not used, solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; and

upon execution of this Representation Letter by the undersigned Subscriber, this Representation Letter, including Appendix A hereto, shall be incorporated into and form a part of the Subscription Agreement.

(i) except in Ontario, a Canadian financial institution, or a Schedule III bank;

(ii) in Ontario, (A) a bank listed in Schedule I, II or III to the Bank Act (Canada); (B) an association to which the Cooperative Credit Association Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; or (C) a loan corporation, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;

one of them is the subsidiary of the other, or

each of them is controlled by the same person.

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

a member of the board of directors of a company or an individual who performs similar functions for a company; and

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

a chair, vice-chair or president;

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

performing a policy-making function in respect of the issuer;

cash;

securities, or

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

at the time of the distribution or trade is actively involved in the business of the issuer,

a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

a natural person in the person’s capacity as trustee, executor, administrator or other legal personal representative;

whose primary purpose is to invest money provided by its securityholders,

that does not invest:

for the purpose of exercising or seeking control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

that is not a mutual fund

an individual

a corporation

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

liabilities that are secured by financial assets

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

the first person beneficially owns, or directly or indirectly, exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation

the second person is a partnership, other than a limited partnership, and first person holds more than 50% of the interests of the partnership, or

the second person is a limited partnership and the general partner of the limited partnership is the first person

ownership of or direction over voting securities in the second person

a written agreement or indenture

being the general partner or controlling the general partner of the second person, or

being a trustee of the second person.

HEXO CORP. (the “Corporation”)

The undersigned Subscriber and (if applicable) any other purchaser for whom it is acting hereunder, is resident in the jurisdiction set out as the “Subscriber’s Address” on the face page of the Subscription Agreement (the “Foreign Jurisdiction”) and the undersigned Subscriber certifies that it and (if applicable) any other purchaser for whom it is acting hereunder is not resident in or otherwise subject to applicable securities laws of any province or territory of Canada.

The undersigned Subscriber and (if applicable) any other purchaser for whom it is acting hereunder, is a purchaser which is purchasing the Preferred Shares pursuant to an exemption from any prospectus or securities registration or similar requirements under the applicable securities laws of the Foreign Jurisdiction or any other securities laws to which the Subscriber and (if applicable) any other purchaser for whom the Subscriber is acting hereunder are otherwise subject.

The purchase of Preferred Shares by the Subscriber, and any other purchaser for whom it is acting hereunder, does not contravene any of the applicable securities laws in the Foreign Jurisdiction or any other securities laws to which the Subscriber and (if applicable) any other purchaser for whom the Subscriber is acting hereunder are otherwise subject and does not result in: (i) any obligation of the Corporation to prepare and file a prospectus, an offering memorandum or similar document; or (ii) any obligation of the Corporation to make any filings with or seek any approvals of any kind from any regulatory body in such jurisdiction or any other ongoing reporting requirements with respect to such purchase or otherwise; or (iii) any registration or other obligation on the part of the Corporation under the applicable securities laws in the Foreign Jurisdiction or any other securities laws to which the Subscriber and (if applicable) any other purchaser for whom the Subscriber is acting hereunder are otherwise subject.

The Preferred Shares are being acquired for investment purposes only and not with a view to the resale or distribution of all or any of the Preferred Shares.

The Subscriber, and any other purchaser for whom it is acting hereunder, are knowledgeable of, and have been independently advised as to, the securities laws of the Foreign Jurisdiction or any other securities laws to which the Subscriber and (if applicable) any other purchaser for whom the Subscriber is acting hereunder are otherwise subject.

Upon execution of this Exhibit by the undersigned Subscriber, this Exhibit shall be incorporated into and form a part of the Subscription Agreement.

To create a first series of Special Shares which shall consist of an unlimited number of shares designated as Series 1 Preferred Shares and which, in addition to the rights, privileges, restrictions and conditions attached to the Special Shares as a class, shall have attached thereto the rights, privileges, restrictions and conditions as set out in these Articles.

To declare that effective upon the issuance of the Certificate of Articles of Amendment, as provided herein, the authorized capital of the Corporation shall consist of:

an unlimited number of Common Shares;

an unlimited number of Special Shares, issuable in series;

an unlimited number of Series 1 Preferred Shares,

To provide that the Series 1 Preferred Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

Dividends

Voting

Rights on Dissolution

Automatic Redemption

Conversion

No Voting or Dissent Rights in Respect of Arrangement

Other

Definitions