AS WARRANT AGENT FORM OF COMMON SHARE WARRANT AGREEMENT DATED AS OF __________ TERRASCEND CORP. FORM OF COMMON SHARE WARRANT AGREEMENTWarrant Agreement • April 4th, 2024 • TerrAscend Corp. • Agricultural production-crops • New York
THIS COMMON SHARE WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________ TERRASCEND CORP. FORM OF DEBT SECURITIES WARRANT AGREEMENTWarrant Agreement • April 4th, 2024 • TerrAscend Corp. • Agricultural production-crops • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
TERRASCEND CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant AgentWarrant Indenture • July 7th, 2023 • TerrAscend Corp. • Agricultural production-crops • Ontario
ODYSSEY TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
TERRASCEND CORP. and GAGE GROWTH CORP. ARRANGEMENT AGREEMENT August 31, 2021Arrangement Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
CREDIT AGREEMENT by and among GAGE GROWTH CORP. and ITS subsidiaries,Credit Agreement • March 17th, 2022 • TerrAscend Corp. • Agricultural production-crops
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • New York
WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 18, 2020, as amended by Amendment No. 1 thereto, dated as of April 28, 2022, Amendment No. 2, dated as of November 11, 2022, and Amendment No. 3, dated as of December 15, 2022 (as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Fourth Amendment, the “Amended Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto, the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement);
TERRASCEND EXECUTIVE EMPLOYMENT AGREEMENTTerrascend Executive Employment Agreement • November 9th, 2023 • TerrAscend Corp. • Agricultural production-crops • Pennsylvania
This Amended and Restated Employment Agreement (“Agreement”) signed as of May 11, 2023 amends and restates that certain Executive Employment Agreement (“Original Agreement”) made and effective as of May 16, 2022, by and between TerrAscend USA, Inc., a Delaware corporation (“TerrAscend” or the “Company”) and Lynn Gefen (“Employee”), residing at [***]. The Company and Employee are sometimes individually referred to as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENT By and Among RHMT, LLC (“RHMT”), Deep Thought, LLC (“Deep Thought”), Howard Street Partners, LLC (“Howard Street”), (RHMT, Deep Thought and Howard Street Partners are each a “Company” and collectively the “Companies”),...Securities Purchase Agreement • November 2nd, 2021 • TerrAscend Corp. • California
This Securities Purchase Agreement (this “Agreement”), dated as of February 10, 2019, is entered into by and among RHMT, LLC, a California limited liability company (“RHMT”), Deep Thought, LLC, a California limited liability company (“Deep Thought”), and Howard Street Partners, LLC, a California limited liability company (“Howard Street”) (RHMT, Deep Thought and Howard Street are each a “Company” and collectively the “Companies”), the holders of the outstanding securities of each of the Companies set forth on the Schedule of Sellers attached hereto as Exhibit A (each a “Seller” and collectively the “Sellers”), TerrAscend Corp., a corporation incorporated under the Business Corporations Act (Ontario) (“Parent”), WDB Holding CA, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”), and Michael Thomsen, an individual residing in the State of California, as agent for the Sellers (the “Sellers’ Agent”).
ContractTerrAscend Corp. • March 14th, 2024 • Agricultural production-crops • Ontario
THESE WARRANTS AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated November 11, 2022 (thisCredit Agreement • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • New York
WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 18, 2020, as amended by Amendment No. 1 thereto, dated as of April 28, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the Effective Date, the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto, and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement;
SECURITIES PURCHASE AGREEMENT By and Among Gravitas Nevada Ltd (“Gravitas”), Verdant Nevada LLC (“Verdant”) Green Ache’rs Consulting Limited (“Green Ache’rs,” and together with Verdant, “Sellers”) Terrascend Corp. (“Parent”) and WDB Holding NV, Inc....Securities Purchase Agreement • November 2nd, 2021 • TerrAscend Corp. • Nevada
This Securities Purchase Agreement (this “Agreement”), dated as of February 10, 2019, is entered into by and among Gravitas Nevada Ltd, a Nevada limited liability company (“Gravitas”), Verdant Nevada LLC, a Nevada limited liability company (“Verdant”), Green Ache’rs Consulting Limited, a Nevada limited liability company (“Green Ache’rs”) (Verdant and Green Ache’rs are each a “Seller” and collectively the “Sellers”), TerrAscend Corp., a corporation incorporated under the Ontario Business Corporations Act (“Parent”), and WDB Holding NV, Inc., a Delaware corporation, and an indirect wholly-owned subsidiary of Parent (“Buyer”).
PROMISSORY NOTEPromissory Note • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • New Jersey
FOR VALUE RECEIVED (which shall include, but not be limited to, the assignment by each Minority Member of 1 Common Unit pursuant to that certain Assignment of Membership Interests of even date herewith (such assignment of membership interests, the “Assignment”)) on and from the Note Effective Date, TERRASCEND NJ LLC, a New Jersey limited liability company (“Borrower”), hereby promises to pay BWH NJ LLC, a New Jersey limited liability company and BLUE MARBLE VENTURES LLC, a New Jersey limited liability company (each a “Minority Member” and together, the “Minority Members” or “Lender”), in lawful money of the United States of America and/or pursuant to a Canadian Parent Share Issuance, the principal sum equal to Twenty Five Million Dollars ($25,000,000) (the “Loan”) due and payable on the Trigger Date and in the manner set forth below.
JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTSCredit Agreement • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • Illinois
THIS CREDIT AGREEMENT, dated as of November 22, 2021, is among GAGE GROWTH CORP., a Canadian federal corporation (“Parent”), GAGE INNOVATIONS CORP., a Canadian federal corporation (“Gage Innovations”), COOKIES RETAIL CANADA CORP., a Canadian federal corporation (“Cookies”), RIVERS INNOVATIONS, INC., a Delaware corporation (“Rivers”), RIVERS INNOVATIONS US SOUTH LLC, a Delaware limited liability company (“Rivers South”), RI SPE 1 LLC, a Delaware limited liability company (“RI SPE”), SPARTAN PARTNERS CORPORATION, a Michigan corporation (“Spartan”), SPARTAN PARTNERS HOLDINGS, LLC, a Michigan limited liability company (“Spartan Holdings”), SPARTAN PARTNERS SERVICES LLC, a Michigan limited liability company (“Spartan Services”), SPARTAN PARTNERS PROPERTIES LLC, a Michigan limited liability company (“Spartan Properties”), SPARTAN PARTNERS LICENSING LLC, a Michigan limited liability company (“Spartan Licensing”), WDB HOLDING MI, INC., a Delaware corporation (“WDB Holding”), AEY HOLDINGS, LLC,
AMENDING AGREEMENTAmending Agreement • November 2nd, 2021 • TerrAscend Corp.
NOW THEREFORE in consideration of the premises and the mutual agreements and covenants herein contained and other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged), the parties hereto hereby covenant and agree as follows:
LOAN AGREEMENT BY AND BETWEEN PELORUS FUND REIT, LLC, AS LENDER, TERRASCEND NJ LLC, HMS PROCESSING LLC, HMS HAGERSTOWN, LLC, AND HMS HEALTH, LLC, COLLECTIVELY AS BORROWER, TERRASCEND CORP. AND TERRASCEND USA, INC., WELL AND GOOD, INC. AND WDB HOLDING...Loan Agreement • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • California
SECURITIES PURCHASE AND EXCHANGE AGREEMENT By and Among Ilera Holdings LLC, a Pennsylvania limited liability company, Mera I LLC, a Maryland limited liability company, Mera II LLC, a Maryland limited liability company, TerrAscend Corp., a corporation...Securities Purchase and Exchange Agreement • November 2nd, 2021 • TerrAscend Corp. • Pennsylvania
This Securities Purchase and Exchange Agreement (this “Agreement”) is entered into on August 1, 2019, by and among TerrAscend Corp., a corporation incorporated under the Ontario Business Corporations Act (“Parent”), WDB Holding PA, Inc. a Delaware corporation (“Buyer”), Ilera Holdings LLC, a Pennsylvania limited liability company (“Holdings”), Mera I LLC, a Maryland limited liability company (“Mera I”), Mera II LLC, a Maryland limited liability company (“Mera II” and, collectively with Holdings and Mera I, “Sellers”), and Osagie Imasogie, as Sellers’ Agent. Parent, Buyer and Sellers are referred to collectively herein as the “Parties.”
Keith StaufferSeparation and Release Agreement • November 2nd, 2021 • TerrAscend Corp. • Delaware
It is a pleasure to confirm our offer to employ you in the joint role of Chief Financial Officer of TerrAscend USA, Inc. (the “Company”) and Chief Financial Officer of TerrAscend Corp., the Canadian parent of the Company (“TerrAscend”). In these roles, you will be expected to report to the CEO of TerrAscend. This agreement (the “Agreement”) shall set forth our mutual understanding regarding your employment pursuant to the mutual covenants and agreements contained below (the receipt and adequacy of which are acknowledged).
ContractVoting Support Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
ARRANGEMENT AGREEMENT TERRASCEND CORP. - and - CANOPY GROWTH CORPORATION CANOPY RIVERS CORPORATION JW OPPORTUNITIES MASTER FUND, LTD. JW PARTNERS, LP PHARMACEUTICAL OPPORTUNITIES FUND, LP October 8, 2018Arrangement Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
AND WHEREAS the Board has unanimously determined (with conflicted directors abstaining) that the Arrangement is fair to the Company Shareholders and in the best interests of the Company, and has resolved to recommend that the Company Shareholders vote in favour of the Arrangement;
DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is made as of December 9, 2022 (the “Settlement Date”) BETWEEN: TERRASCEND CORP., a corporation incorporated under the laws of the Province of Ontario (“TerrAscend”)Debt Settlement Agreement • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • Ontario
TERRASCEND CANADA INC., a corporation incorporated under the laws of the Province of Ontario (“TerrAscend Canada” and together with Arise, the “Debt Issuers”)
Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. TERRASCEND...TerrAscend Corp. • June 29th, 2023 • Agricultural production-crops • Ontario
Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the “Subscriber”) dated as of the date hereof (the “Subscription Agreement”). Upon execution of this Subscriber Certificate by the Subscriber, this Subscriber Certificate (including all appendices thereto) shall be incorporated into and form a part of the Subscription Agreement.
AGREEMENTMembership Interest Purchase Agreement • November 2nd, 2021 • TerrAscend Corp. • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 72, 2021 (the “Effective Date”), by and among WDB Holdings MI, Inc., a Delaware corporation (“Buyer”), 3 State Park, LLC, a Michigan limited liability company (“3 State Park”), AEY Thrive, LLC, a Michigan limited liability company (“AEY Thrive”), AEY Holdings, LLC, a Michigan limited liability company (“AEY Holdings”), AEY Capital, LLC, a Michigan limited liability company (“AEY Capital,” together with, 3 State Park, AEY Thrive and AEY Holdings, the “Companies” and each, individually, a “Company”), [***], an individual resident of the State of Michigan (the “Seller”), and for the limited purpose of Sections 2.3(c)(vii) and 11.6, Gage Growth Corp., a Canadian corporation (“Gage”). Buyer, and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in ARTICLE 1.
Indemnity AgreementIndemnity Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
This Agreement is made as of the [DAY] day of [MONTH] 2019 between TerrAscend Corp., a body corporate incorporated under the laws of Ontario (the “Corporation”), and [NAME] (the “Indemnified Party”), an individual resident in the State of New York.
SECOND AMENDING AGREEMENTSecond Amending Agreement • March 14th, 2022 • TerrAscend Corp. • Agricultural production-crops
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 14th, 2022 • TerrAscend Corp. • Agricultural production-crops • New York
This SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated effective March 8, 2022 (the “Effective Date”), is entered into by and among WDB Holdings MI, Inc., a Delaware corporation (“Buyer”), 3 State Park, LLC, a Michigan limited liability company (“3 State Park”), AEY Thrive, LLC, a Michigan limited liability company (“AEY Thrive”), AEY Holdings, LLC, a Michigan limited liability company (“AEY Holdings”), AEY Capital, LLC, a Michigan limited liability company (“AEY Capital,” together with, 3 State Park, AEY Thrive and AEY Holdings, the “Companies” and each, individually, a “Company”), Redacted, an individual resident of the State of Michigan (the “Seller”), and for the limited purpose set forth in the MIPA (as defined below) Gage Growth Corp., a Canadian corporation (“Gage”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the MIPA. The Companies, Seller, Buyer and Gage may be referred to herein indivi
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 2nd, 2021 • TerrAscend Corp. • New York
This Separation Agreement and Release (“Agreement’”) is entered into between Jason Ackerman (“Employee”) and TerrAscend USA, Inc and TerrAscend Corp., the Canadian parent and its affiliated companies (collectively, “Company”). The Company and Employee are referred to each in this Agreement as a Party and collectively referred to in this Agreement as the “Parties.” This Agreement shall become effective on the eighth day after Employee signs and delivers to the Company without revoking this Agreement (“Effective Date”).
ContractLoan Agreement • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • California
THIS THIRD AMENDMENT AND THE OTHER LOAN DOCUMENTS ARE SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF EITHER ANY STATE CANNABIS LAWS OR THE GUIDANCE OR INSTRUCTION OF THE REGULATOR. SECTION 12.27(b) OF THE LOAN AGREEMENT CONTAINS SPECIFIC REQUIREMENTS AND COMMITMENTS BY THE PARTIES TO MAINTAIN FULLY THEIR RESPECTIVE COMPLIANCE WITH STATE CANNABIS LAWS AND THE REGULATOR. THE PARTIES UNDERSTAND THE REQUIREMENTS OF SECTION 12.27(b) OF THE LOAN AGREEMENT.
AMENDMENTAmendment • November 2nd, 2021 • TerrAscend Corp. • Ontario
This Amendment (the “Amendment”) is dated as of June 2, 2021 (the “Effective Date”) and is between TerrAscend Corp., a corporation existing under the laws of the Province of Ontario (the “Corporation”) and Lisa Swartzman, an individual residing in the City of Toronto of the Province of Ontario (“Swartzman”). The Corporation and Swartzman are each referred to herein as “Party” and collectively as “Parties”.
Unit Purchase AgreementUnit Purchase Agreement • May 9th, 2024 • TerrAscend Corp. • Agricultural production-crops • California
This Unit Purchase Agreement (this “Agreement”) is entered into effective as of January 19, 2024 (the “Effective Date”), and is made by and between WDB Holding CA, Inc., a Delaware corporation (the “Buyer”) and _____________ (the “Seller”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2023 • TerrAscend Corp. • Agricultural production-crops • Ontario
WHEREAS the Subscriber wishes to purchase from the Corporation, and the Corporation wishes to sell to the Subscriber, two class A shares of the Corporation (each, a “Share”) at a price of $500,000 per Share (the “Subscription Price”) for an aggregate subscription amount of $1,000,000 (the “Subscription Amount”) payable on the Closing Date (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
AND WHEREAS the Company has agreed to continue to employ the Employee on the terms and conditions set forth in this Agreement which will supersede and replace any and all prior agreements between the Employee and Company effective as of the Effective Date;
AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated April 14, 2023 (this “FifthCredit Agreement • August 10th, 2023 • TerrAscend Corp. • Agricultural production-crops • New York
WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 18, 2020, as amended by Amendment No. 1, dated as of April 28, 2022, Amendment No. 2, dated as of November 11, 2022, Amendment No. 3, dated as of December 15, 2022 and Amendment No.4 dated March 15, 2023 (as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Fifth Amendment, the “Amended Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto, the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement);
ContractLoan Agreement • August 10th, 2023 • TerrAscend Corp. • Agricultural production-crops • California
THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS ARE SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF EITHER ANY STATE CANNABIS LAWS OR THE GUIDANCE OR INSTRUCTION OF THE REGULATOR. SECTION 12.27(b) OF THE LOAN AGREEMENT CONTAINS SPECIFIC REQUIREMENTS AND COMMITMENTS BY THE PARTIES TO MAINTAIN FULLY THEIR RESPECTIVE COMPLIANCE WITH STATE CANNABIS LAWS AND THE REGULATOR. THE PARTIES UNDERSTAND THE REQUIREMENTS OF SECTION 12.27(b) OF THE LOAN AGREEMENT.
TERRASCEND CORP. – SHARE UNIT AGREEMENTAgreement • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • Ontario
TERRASCEND CORP. – STOCK OPTION AGREEMENTStock Option Agreement • March 14th, 2024 • TerrAscend Corp. • Agricultural production-crops • Ontario
