No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate, to terminate Participant’s Service, for any reason, with or without Cause.

Nothing in the Plan or participation in the Plan shall confer upon any Participant the right to be employed by the Company or an Affiliate or to continue in the employ of the Company or an Affiliate, nor shall anything in the Plan, or participation in the Plan amend, alter or otherwise affect any rights or terms of employment or other benefits arising from that employment.

Director Rights. For so long as the Company has two directors on the Company Board, TerrAscend shall have the right, but not the obligation, to appoint one Person to serve as a director on the Company Board (the “Board Appointee”). ​.

Employee and Consultant Matters. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms made available to the Purchasers or delivered to the counsel for the Purchasers. No current or former employee or consultant has excluded any work or invention from his or her assignment of inventions. To the Company’s knowledge, no such employees or consultants is in violation thereof. To the Company’s knowledge, none of its employees is obligated under any judgment, decree, contract, covenant or agreement that would materially interfere with such employee’s ability to promote the interest of the Company or that would interfere with such employee’s ability to promote the interests of the Company or that would conflict with the Company’s business. To the Company’s knowledge, all individuals who have purchased unvested shares of the Company’s Common Stock have timely filed elections under Section 83(b) of the Internal Revenue Code of 1986, as amended.

Employee Rights. Nothing expressed or implied in this Agreement creates any right or duty on the part of ​ or Employee to have Employee remain in the employ of ​ before any Change in Control and Employee will have no rights under this Agreement if ​ employment with ​ is terminated for any reason or for no reason before any Change in Control. Nothing expressed or implied in this Agreement creates any duty on the part of ​ to continue in effect, or continue to provide to Employee, any plan or benefit unless and until a Change in Control occurs. If, before a Change in Control, ​ ceases to provide any plan or benefit to Employee, nothing in this Agreement will be construed to require ​ to reinstitute that plan or benefit to Employee upon the later occurrence of a Change in Control.

Termination of Status as Eligible Employee, Director or Consultant. The Holder of an Option must be an active employee, Consultant, or Director at the time of the exercise of an Option, unless otherwise provided in the applicable Option Certificate.

(ee) “Service Provider” means an Employee, Director or Consultant.

"Service Provider" means an Executive, Employee, Consultant or Director.

Neither the Employee nor any person claiming through the Employee, will have any of the rights or privileges of a shareholder of ​ with respect to the PSUs unless and until Shares have been issued, recorded on the records of the Company or its transfer agent, and delivered to the Employee. No dividend equivalents shall be paid on PSUs with respect to any cash dividends declared during any periods of time prior delivery of the Shares.

No Right to Continue Service or Employment. Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee, Contractor, consultant or Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, consultant or Outside Director at any time.