TerrAscend Corp.

The purpose of the Audit Committee (the “Committee”) is to assist the board of directors (the “Board”) of Terrascend Corp. (the “Company”) in fulfilling its oversight responsibilities relating to:

a.

the integrity of the Company’s financial statements;

b.

the Company’s compliance with legal and regulatory requirements, including risk assessment, as they relate to the Company’s financial statements;

c.

the qualifications, engagement terms, fees, selection, independence and performance of the

external auditors;

d.

accounting and financial reporting processes, internal controls and disclosure controls, and

financial statement audits;

e.

the design, implementation, organization, and performance of the Company’s internal audit

function;

f.

the maintenance and facilitation of an open avenue of communication among the Board,

the Company’s management, internal audit group, and external auditors;

g.

any applicable financial reports or disclosures required by applicable law and any applicable stock exchange listing requirements; and

h.

performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.