TerrAscend Corp.

The Board may terminate this Plan at any time in its absolute discretion (without shareholder approval). If this Plan is terminated, no further Options will be granted but the Options then outstanding will continue in full force and effect in accordance with the provisions of this Plan, until the time they are exercised or terminated or expire under the terms of this Plan and the applicable Option Agreements.

3.5

General

The existence of any Option will not affect, in any way, the right or power of the Corporation to:

3.5.1

make or authorize any recapitalization, reorganization or other change in the Corporation’s capital structure or business;

3.5.2

participate in any amalgamation, combination, merger or consolidation;

3.5.3

create or issue any securities or change the rights and conditions attaching to any of its securities;

3.5.4

effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business; or

3.5.5

effect any other corporate act or proceeding, whether of similar character or otherwise.

3.6