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;

The preamble to the Trust is hereby amended by replacing the first WHEREAS clause with the following:

WHEREAS PRINCIPAL(S) and the BENEFICIARY entered into a Loan Agreement with the following characteristics: (“Loan Agreement”):

WHEREAS, the Employer is a corporation organized and in good standing under the laws of the State of

AND WHEREAS the Corporation desires to obtain and apply the expertise of the Consultant to the Corporation’s Business:

WHEREAS, the Credit Agreement requires or permits [each][the] Additional Guarantor to become a party to the Credit Agreement.

AND WHEREAS the Company and Petrone desire to release one another from any and all further liability as related to the aforesaid Debt; and AND WHEREAS the Board of Directors of the Company by unanimous written consent dated ​ has approved the execution of this Settlement Agreement and the issuance of the 15,000,000 shares of restricted common stock to Petrone as settlement of the Debt.

Whereas: Both parties have reviewed this Agreement and mutually agree to enter into this Agreement under the following terms and conditions;

AND WHEREAS the Employee is employed by the Corporation or a Subsidiary of the Corporation (the Employee’s employer being, the “Employer”);

WHEREAS, the Company’s Board of Directors (the “Board”) appointed Executive to serve as Chief Operating Officer of the Company, effective ​; and

Whereas: The Company desires to hire the Consultant as an outside contractor to assist with marketing, advertising, customer relations, licensing and compliance regulatory requirements.