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 • March 17th, 2022 • JW Asset Management, LLC • Agricultural production-crops • 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;
VOTING SUPPORT AND LOCK-UP AGREEMENTLock-Up Agreement • March 17th, 2022 • JW Asset Management, LLC • Agricultural production-crops • Ontario
WHEREAS, in connection with an arrangement agreement between the Purchaser and Gage Growth Corp. (the “Company”) dated the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”), the Purchaser proposes to acquire all of the issued and outstanding Company Shares (as defined below) subject to the terms and conditions set forth in the Arrangement Agreement;
JOINT FILING AGREEMENTJoint Filing Agreement • March 17th, 2022 • JW Asset Management, LLC • Agricultural production-crops
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13D (including amendments thereto) with respect to the Common Shares of TerrAscend Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, hereby execute this Agreement this 16th day of March, 2022.
