Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify the offering or sale of Shares under the Securities Act or any other applicable law.

No Registration of Securities. YourSpace understands and acknowledges that except as set forth in this Agreement, the exchange and issuance of the Preferred Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Company’s reliance upon such exemption is predicated in part upon YourSpace’s and the Shareholders’ representations herein.

exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or exempt from registration or qualification) under all applicable state securities laws.

if requested by a Selling Holder, cooperate with such Selling Holder and its counsel, including but not limited to in connection with the registration or qualification (or exemption from such registration or qualification) of, and any prospectus with respect to, Registrable Securities.

Securities for its own account and not with a view to the distribution or resale thereof within the meaning of Section 2(11) of the Securities Act. The Buyer acknowledges and agrees that the Subject Securities may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act and any applicable state securities Legal Requirement or pursuant to an exemption from such registration or qualification.

Qualification. The Company has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.

Qualification. TerrAscend has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.

PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

Issuance of the Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. When paid for and issued in accordance with this Agreement, the Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed the Shelf Registration Statement in conformity with the requirements of the Securities Act, which became effective on ​, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Company was at the time of the filing of the Shelf Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3. The Shelf Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Shelf Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Shelf Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Shelf Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Prior to any resale of Registrable Securities by ​, use its commercially reasonable efforts to register or qualify or cooperate with ​ in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by ​ under the securities or Blue Sky laws of such jurisdictions within the United States as ​ reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, that ​ shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject ​ to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.