WHEREAS, [Section 8.1(a)] of the Merger Agreement provides that the Merger Agreement may be terminated with the mutual written consent of Marigold and Montage.

“WHEREAS, the Executive is the Chief Executive Officer of the Company;”

AND WHEREAS the parties are desirous of amending certain terms of the Agreement;

WHEREAS, the Employee desires employment to provide services as President of Infiniti Mobile

The second and third WHEREAS clauses are hereby amended to read as follows:

Amend and restate the first “WHEREAS” clause in its entirety to read as follows:

AND WHEREAS the Non-Voting Shares are non-voting, non-participating shares of the Company;

Recitals - The above whereas clauses of this Agreement are incorporated into this Agreement by this reference.

AND WHEREAS the Parties have entered into this Agreement to address the concerns raised by TerrAscend;

WHEREAS, the Parties desire to amend the ECCA as more fully set forth in this Amendment.