TerrAscend Corp.

4.5.1

Subject to Section 4.5.3, and unless accelerated by the Board under Section 4.5.2 or Section 4.11 or otherwise specified in the relevant Option Agreement, an Option will vest and become exercisable as to 1/4 of the Shares issuable under the Option on each of the following dates:

4.5.1.1

the first anniversary of the Grant Date;

4.5.1.2

the second anniversary of the Grant Date;

4.5.1.3

the third anniversary of the Grant Date; and

4.5.1.4

the fourth anniversary of the Grant Date.

4.5.2

Subject to Section 4.5.3, the Board may, at any time, accelerate the date on which any Option will vest and become exercisable.

4.5.3

An Option granted to an Investor Relations Participant will vest over a period of not less than 12 months from the Grant Date, and as to no more than 1/4 of the Shares issuable under the Option in any three-month period.

4.6