TerrAscend Corp.

10. Relationship with the External Auditor

a.

The Committee is responsible for reviewing the proposed audit plan, adequacy of staffing, and the proposed audit fees (to ensure fee containment) and overseeing the negotiation and execution of any engagement letters on behalf of the Company.

b.

The Committee is also responsible for:

i.

establishing effective communication processes with management and the external auditor so that it can objectively monitor the quality and effectiveness of the external auditor’s relationship with management and the Committee;

ii.

reviewing with the external auditor, as appropriate, communications between the audit team and the external auditor’s national office with respect to accounting or auditing issues presented by the engagement;

iii.

receiving and reviewing regular reports from the external auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditors’ final report;

iv.

discussing, at least annually, with the external auditor the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”), including any successor rule adopted by the PCAOB;

v.

meeting regularly in private with the external auditor;

vi.

receiving at least annually (if required by any applicable stock exchange listing requirements), or as may otherwise be determined by the Committee, a report by the external auditor describing the audit firm’s internal quality control procedures and any material issues raised by (1) that firm’s internal quality control review, (2) any peer review of the firm’s internal quality control procedures or review, or (3) any inquiry or investigation by governmental or professional authorities conducted in the last five years of any audit performed by the external auditor; and

vii.

overseeing the rotation of the external auditor’s partners on the Company’s audit engagement team as required by applicable law and stock exchange listing requirements.