Annual Plan. The CEO shall prepare, and the Board shall approve, an Annual Plan with respect to each fiscal year of Ai-nova Acquisition Corp no later than 45 days prior to the commencement of the fiscal year.

Annual Incentive Plan. In addition to CEO's base Annual Salary, if CEO is employed by USPB on the last day of any employment year (except as otherwise provided in this Agreement), CEO shall be paid an annual incentive compensation, ("Annual Incentive") equal to seventy-five one hundredths of a percent (0.75%) of the sum of the total financial benefits to USPB ("USPB Total Benefits") that exceed $25,000,000. USPB Total Benefits are: # audited fiscal year-end USPB earnings before tax; and # the USPB grid premiums which is the net sum of all USPB unitholder and associate grid premiums and discounts calculated through all USPB grids at all plants, taking into account all calculators including, but not limited to, base price, dressing percent, quality grade, outlier cattle, A/V, Natural, per head category premiums, and other specific categories, less the base price calculator excluding any set base price premium. (Example, if 25 cents per cwt. is paid to a unitholder or associate for one head of cattle over the western Kansas reported USDA average, then 25 cents per cwt. times the weight of the head of cattle would be added to the net grid premium.) This calculation shall be based on the actual cattle delivered by USPB unitholders and associates to National Beef Packing Company, LLC or its successor under the Cattle Purchase and Sale Agreement. In no event shall the non-delivery penalties paid by members be included in the net sum of all USPB member grid premiums under [clause (2) above]. The Annual Incentive is subject to the following:

Annual Business Plan. ​the Company shall prepare and submit to TerrAscend a proposed Business Plan for the next calendar year that contains the Mandatory Requirements. TerrAscend shall ​ approve each Business Plan at least 30 days prior to the commencement of the applicable calendar year in respect of which such Business Plan is to be adopted. ​ The Company shall conduct, and cause the Subsidiaries to conduct, their respective operations, incur expenses and purchase assets in accordance with the then applicable Approved Business Plan. ​.

Annual Cash Incentive Plan. Loggenberg shall be entitled to participate in the annual cash incentive plan adopted by the [[Organization B:Organization]] for the benefit of officers and/or regular employees. The target Bonus for Loggenberg will be initially set at 60% for purposes of the calculation with the Maximum Bonus as % of Base Salary being set at 120% of Base Salary.

Annual Incentive Bonus Plan. With respect to each year during Executive’s employment hereunder, Executive shall be eligible to receive an annual cash incentive bonus (the “Annual Bonus”) pursuant to the terms of the ​ 2014 Annual Incentive Compensation Plan or any successor plan thereto, as it may be amended from time to time (the “Annual Incentive Plan”). Executive’s target incentive opportunity under the Annual Incentive Plan shall be 80% of Base Salary (as at the beginning of the applicable performance period). Executive has been determined by the Committee (as defined in the Annual Incentive Plan) to be a Participant (as defined in the Annual Incentive Plan) under the Annual Incentive Plan, and Executive’s Performance Goals (as defined in the Annual Incentive Plan) shall be determined by the Committee (as defined in the Annual Incentive Plan) in accordance with Section 5 of the Annual Incentive Plan (or the corresponding section of any successor plan). The Annual Bonus for a year (if any) shall be paid to Executive in accordance with Section 6 of the Annual Incentive Plan (or the corresponding section of any successor plan).

Annual Business Plan and Budget. As soon as practicable and in any event within sixty (60) days after the end of each Fiscal Year, a business plan and operating and capital budget of the Borrower and its Subsidiaries for the ensuing three fiscal years, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance with the financial covenants set forth in Section 9.15, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates

Annual Executive Incentive Plan (AEIP). Employee will be eligible to participate in a full year AEIP for 2016, which will be reviewed and determined by the Company during the regular AEIP process and shall be made in accordance with usual Company procedures.

Annual RSUs. A Non-Employee Director who # has been serving as a Non-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”) on the date of such annual meeting determined by dividing the aggregate value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs on the date of such meeting as well.

Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $40,000 for service on the Board.

Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) that occurs after the Effective Date, each Outside Director who has been serving as an Outside Director for at least six (6) months as of the date of such Annual Meeting automatically will be granted an award of Options (an “Annual Award”) to purchase a number of Shares having a Value of $220,000, with any resulting fraction rounded down to the nearest whole Share. Each Annual Award will be scheduled to vest on the earlier of # the one-year anniversary of the date the Annual Award is granted or # the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, in each case, subject to the Outside Director continuing to be Service Provider through the applicable vesting date.