TerrAscend Corp.

8. Financial Reporting

a.

The Committee is responsible for reviewing and recommending approval to the Board, as applicable, of:

i.

the Company’s financial statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), “Risk Factors”, as appropriate, and annual and interim profit or loss news releases before the Company publicly discloses this information;

ii.

prospectus type documents;

iii.

if applicable, the preparation of any report of the Committee required by applicable law or any applicable stock exchange listing requirements to be included in the Company’s annual proxy statement; and

iv.

any press releases containing disclosure regarding financial information that are required to be reviewed by the Committee under any applicable laws or by this Charter before the Company publicly discloses this information.

b.

The Committee is also responsible for:

i.

discussing with management and the external auditor the quality of GAAP, not just the acceptability of GAAP;

ii.

reviewing the external auditor’s views about qualitative aspects of the Company’s significant accounting practices and the reasonableness of significant judgments and estimates (including material changes in estimates and analyses of the effects of alternative GAAP methods on the Company’s financial statements);

iii.

reviewing the adequacy of the disclosures in the Company’s financial statements;

iv.

discussing with management any significant variances between comparative reporting periods and across comparable business units;

v.

in the course of discussion with management and the external auditor, identifying problems or areas of concern and ensuring those matters are satisfactorily resolved (other than those the external auditor believes to be trivial);

vi.

engaging the external auditor to perform a review of the interim financial reports and reviewing their findings, however, no formal report from the external auditor will be required;

vii.

reviewing the financial statements of the Company’s subsidiaries, as well as the consolidated financial statements and financial statements for the Company pension plans, joint ventures and other similar instances, as applicable ;

viii.

requiring a representation letter from management similar to that provided by the external auditor;

ix.

reviewing all financial information and earnings guidance provided to analysts and rating agencies (including, without limitation, reviewing any pro forma or non-GAAP information); and

x.

reviewing any other matters that the external auditor must communicate to the Committee under applicable accounting or auditing standards.

c.

The Committee must be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and must periodically assess the adequacy of those procedures.