TerrAscend Corp.

the amendment of an aggregate of 3,706,250 outstanding stock options (the “Options”) of TerrAscend Corp. (the “Corporation”) held by certain insiders of the Corporation (the “Insider Option Amendments”) to amend the exercise prices of such Options, as more particularly described in the management information circular and proxy statement dated April 28, 2025, is hereby ratified, confirmed and approved; and

any director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to be delivered, such other documents and instruments and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer of the Corporation be necessary or desirable to carry out the intent of the foregoing resolutions, the execution of any such document or the doing of any such other act or thing by any director or officer of the Corporation being conclusive evidence of such determination.”