TerrAscend Corp.

12. Risk and Uncertainty

a.

The Committee is responsible for reviewing, as part of its approval of the financial statements, uncertainty notes and disclosures.

b.

The Committee, in consultation with management and the external auditor, will review the Company’s processes and policies on risk identification, management and assessment in all areas of the Company’s business. Areas of focus for the Committee shall include the Company’s policies and other matters relating to the Company’s investments, cash management and foreign exchange management, major financial risk exposures, the adequacy and effectiveness of the Company’s information security policies and practices and the internal controls regarding information security, and the steps taken by management to monitor and mitigate or otherwise control these exposures and to identify future risks.

c.

The Committee will review and discuss with management the adequacy of the Company’s insurance programs, including director and officer insurance, product liability insurance and general liability insurance.

d.

The Committee will periodically review and discuss with the Company’s Chief Information Officer material risks relating to data privacy, technology and information security, including cybersecurity, threats and back-up of information systems and the Company’s processes for assessing, identifying, and managing such risks, as well as the Company's internal controls and disclosure controls and procedures relating to cybersecurity incidents.

e.

The Board shall continue to have overall responsibility for evaluating key business risks faced by the Company, including but not limited to competition and regulation.