Joint Conduct of Lawsuit. With respect to the Joint Representation Lawsuit, Schmeiser and BJC will analyze the Patent Rights and the activities of defendants in any lawsuits and, with the assistance of AVRS, will conduct settlement negotiations for the purpose of obtaining settlement Agreements with such defendants with respect to the Patent Rights. Schmeiser also will assist BJC in connection with the prosecution of the Joint Representation Lawsuit. Schmeiser, as consideration for its rights under this Agreement, agrees to provide, upon request, substantial involvement in any aspect of the Joint Representation Lawsuit, including settlement negotiations, discovery, the preparation of pleadings, participation in hearings, claim construction related activities, trial as well as planning and strategy regarding all of theabove.

Conduct of Joint Operations. During the Interim Period, Farmor shall:

Conduct. The Company covenants and agrees that, during the Interim Period, except: # with the prior written consent of TerrAscend; # as expressly required or permitted by this Agreement; or # as required by applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course of Business and in accordance with its Organizational Documents, the Trademark License Agreement, all applicable Laws, with the exception of the CSA, as it applies to marijuana (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. Federal Cannabis Laws the violation of which is predicated upon a violation of the CSA as it applies to marijuana, and the Company shall maintain and preserve its and its Subsidiaries’ business organizations, properties, assets, rights, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has material business relations.

Conduct. On and from Closing Date, Farmor and Farmee shall each be subject to and comply with the terms and provisions of the Joint Operating Agreement and the Contract.

Joint Participation. Each Party acknowledges that it and its attorney have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.

Joint Ventures. Except to the extent otherwise set forth herein, if any Borrower, any Loan Party or any of their respective subsidiaries enters into a joint venture agreement or similar arrangement, for purposes of calculating the financial covenants set forth in [Section 7.08], any such investment will be treated on a pro rata basis and the Borrowers will be credited with their pro rata share of the income and investment and will be charged with its pro rata share of the expenses and liabilities, including Indebtedness and debt service. If however, any Indebtedness of a joint venture of any type is recourse to any Borrower or any other Loan Party, then the greater of the Borrowers’ pro rata portion of the debt or the portion of the debt which is recourse to the Borrowers or such Loan Party shall be used in calculating the financial covenants set forth in [Section 7.08].

Joint IP. The Parties shall jointly own all Know-How, including Inventions, and intellectual property rights therein that arise under the Agreement and are not otherwise allocated to be owned solely by one party pursuant to [Section 8.1.2], [Section 8.1.3], or [Section 8.1.4] (“Joint IP”), including any Patent Rights with respect thereto (“Joint Invention Patents”) and the right to pursue the same therein. Subject to the licenses and obligations set forth in this Agreement, each Party has the right to practice, license, sublicense, assign, transfer and otherwise exploit such Party’s interest in the Joint IP (including Joint Invention Patents) for any and all purposes on a worldwide basis without restriction, and without the consent of and without a duty of accounting to the other Party. Each Party will grant and hereby does grant all permissions, consents and waivers with respect to, and all licenses under, such Party’s interest in the Joint IP, throughout the world, necessary to provide the other Party with the foregoing rights. For those countries where a specific license is required for a joint owner of a Joint IP to practice such Joint IP in such countries, each Party hereby grants to the other Party a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under the granting Party’s right, title and interest in and to all Joint IP to practice such Inventions.

Prohibited Conduct. In consideration of the grant by the Company of the PBRSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on [Annex A] to this Agreement. [Annex A] to this Agreement is part of this Agreement.

Prohibited Conduct. During the period of your employment with the Company or any Related Company, and for a period ending twenty-four (24) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Administrative Officer of Verizon (or his or her designee):

Detrimental Conduct. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in Detrimental Conduct.