Validity of Agreement. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder do not conflict with or cause a default under any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or by which the Company or any of its property or assets is bound and do not conflict with nor result in any violation of any of the provisions of the Company’s articles, by-laws or other constating documents or any resolution of the Company’s shareholders or directors or any laws of the Company’s jurisdiction of incorporation or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its property or assets.

Validity of Agreement. The execution and delivery of this Agreement and the performance of TerrAscend’s obligations hereunder do not conflict with or cause a default under any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which TerrAscend is a party or by which TerrAscend or any of its property or assets is bound and do not conflict with nor result in any violation of any of the provisions of TerrAscend’s articles, by-laws or other constating documents or any resolution of TerrAscend’s shareholders or directors or any laws of TerrAscend’s jurisdiction of incorporation or any order, rule or regulation of any court or governmental agency or body having jurisdiction over TerrAscend or any of its property or assets.

The execution, delivery and performance of this Agreement has been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the Company, do not and shall not # conflict with or result in a breach of the terms, # constitute a default under, # result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets pursuant to, # give any third party the right to modify, terminate or accelerate any obligation under, # result in a violation of, or # require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the charter or bylaws of the Company, or any law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order judgement or decree to which the Company is subject.