ESSOP-Related Benefits. With respect to each calendar year, to the extent an Executive’s “Compensation” for purposes of the ESSOP exceeds the applicable compensation limit contained in Code Section 401(a)(17) for such calendar year, the Executive’s Account (as described in Section 4.1(c), below) shall be credited with an amount equal to 7% of such excess. In addition, if the Executive made contributions to the Deferred Compensation Plan during such calendar year that were not included in the Executive’s “Compensation” for purposes of the ESSOP, the Executive’s Account shall be credited with an amount equal to 7% of the Executive’s contributions to the Deferred Compensation Plan during such calendar year. Notwithstanding the foregoing, the amount of the Executive’s ESSOP-related benefit under this Plan determined with respect to the first calendar year in which he or she is eligible to participate in the Plan shall be calculated as if the Executive first began participating in the ESSOP and in this Plan on the date on which the Administration Committee determined that the Executive was eligible to participate in this Plan, and any limits (prorated as necessary) on the amount of compensation considered under the ESSOP or on the maximum benefit amount for such calendar year shall be imposed only on the amounts earned by the Executive after such date.

Property Related Estoppels. The following is added as a new [Section 11.7] to the Agreement:

On or before eighteen (18) month anniversary of this Agreement (the “Escrow Release Date”), if any ​ Indemnified Party makes a Claim, ​ shall deliver to the Escrow Agent and Seller a written notice (an “Escrow Notice”) setting forth the amount of the Claim by the ​ Indemnified Party. If the Escrow Agent has not received a written objection (a “Dispute Notice”) to the Claim or portion thereof or the amount of the Claim from Seller within 30 days following the Escrow Agent’s receipt of the Escrow Notice, then on the 31st day following receipt, the Escrow Agent shall release to ​, by wire transfer to an account or accounts designated by ​, an amount of Escrow Funds equal to the amount of the Claim.

On the date hereof, the Board shall, in accordance with the Company’s governance documents:

Obligations. During the Employment Term, Executive will devote Executive's full business efforts to the Company and will use good faith efforts to discharge Executive's obligations under this Agreement to the best of Executive's ability. For the duration of the Employment Term, Executive agrees not to serve as a director for any for-profit entity or organization or actively engage in any employment, occupation, or consulting activity, without the prior approval of the Board, in its sole discretion; provided, however, that Executive may, without the approval of the Board, # serve in any capacity with any civic, educational, or charitable organization and # manage his personal investments; in each case, provided such services do not interfere with Executive's obligations to the Company.

Obligations. Without limiting the generality of 2(a), 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 Law, the Company shall, and shall cause its Subsidiaries to, directly or indirectly:

Obligations. In furtherance and not in limitation of either the foregoing or any other provision of this Agreement or any of the other Loan Documents, the Borrowers shall pay and perform their obligations set forth in Section 9.3.3 below upon demand, each of which also shall be guaranteed by each Guarantor in accordance with the Guaranty of Recourse Obligations.

Obligations. This Release does not affect the Employee’s rights and obligations under the Company’s standard Employee Agreement or any other secrecy, confidentiality, non-competition, or invention agreements that the Employee has signed with the Company or under the various Company employee compensation or benefit plans and programs, except as specifically modified herein. Apart from the benefits recited in this Release, Employee waives any rights Employee has to any benefits offered or adopted by the Company that are not specifically listed in this Release, except for those benefits in which the Employee has vested rights pursuant to the applicable plan and applicable law that cannot legally be waived.

Company and Related Company. For purposes of this Agreement, “Company” means ​ “Related Company” means # any corporation, partnership, joint venture, or other entity in which ​ holds a direct or indirect ownership or proprietary interest of 50 percent or more at any time during the term of this Agreement, or # any corporation, partnership, joint venture, or other entity in which ​ holds a direct or indirect ownership or other proprietary interest of less than 50 percent at any time during the term of this Agreement but which, in the discretion of the Committee, is treated as a Related Company for purposes of this Agreement.

Indemnification of Related Parties. If # Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company or the Parent (an “Appointing Stockholder”), # the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any proceeding, and # the Appointing Stockholder’s involvement in the proceeding is related to Indemnitee’s service to the Company or the Parent as a director of the Company or the Parent or any affiliate of the Company, then, to the extent resulting from any claim based on the Indemnitee’s service to the Company or the Parent as a director or other fiduciary of the Company, the Parent or any other affiliate, the Appointing Stockholder will be entitled to indemnification hereunder for reasonable expenses to the same extent as Indemnitee.