TerrAscend Corp.

3.1.1

Subject to the provisions of this Plan, Applicable Laws, and the applicable rules and policies of the Exchange, the Board will have full power and authority to:

3.1.1.1

administer this Plan in accordance with its express terms;

3.1.1.2

determine all questions arising in connection with the administration, interpretation, and application of this Plan;

3.1.1.3

prescribe, amend, and rescind rules and regulations relating to the administration of this Plan; and

3.1.1.4

make all other determinations necessary or advisable for the administration of this Plan.

All determinations made in good faith on the matters referred to in this Section 3.1.1 will be final, conclusive, and binding on the Corporation and the relevant Participant.

3.1.2

Subject to Applicable Laws, and the applicable rules and policies of the Exchange, the Board may, by resolution, at any time:

3.1.2.1

delegate any of its powers, rights and obligations under Section 3.1.1 to any committee of the Board; and

3.1.2.2

amend or rescind the delegation of any of its rights, powers and obligations effected under Section 3.1.2.1.

3.2