During the period of the Arrangement and until this Agreement is terminated, you must make yourself aware of, and comply with, the legal regulations, rules and procedures, working practices and policies of BHI that are in place from time to time. You must also continue to comply with the terms and conditions of your employment in the Netherlands, unless they are amended in this Agreement. To the extent that the rules of BHI and Booking.com are inconsistent, BHI and Booking.com will resolve the inconsistency and inform you of their decision. During the Arrangement, you are also expected to abide by the laws and regulations of the U.S. Accordingly, you are required to maintain a standard of conduct that does not bring discredit upon yourself, your supervisors or upon BHI.

Standard of Conduct. To the extent that the provisions of [Section 9(a)] are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether the Indemnitee has satisfied any applicable standard of conduct under Nevada law that is a legally required condition to indemnification of the Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under [Section 9(b)] to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination [Section 9(b)] shall not have made a determination within 30 days after the later of # receipt by the Company of a written request from the Indemnitee for indemnification pursuant to [Section 8] (the date of such receipt being the “Notification Date”) and # the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then the Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of the Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim. For avoidance of doubt, this does not affect the Indemnitee’s right to Expense Advances under [Section 4].

Performance Standard. Consultant represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services.

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.

No Presumption Regarding Standard of Conduct. Neither the failure of ​ (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by Executive under Paragraph 10(a) above that indemnification of Executive is proper because he has met the applicable standard of conduct, nor a determination by ​ (including its Board, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct.

Selection of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to [Section 9(b)(i)(C)], the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to the Indemnitee advising her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to [Section 9(b)(ii)(B)], the Independent Counsel shall be selected by the Indemnitee, and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, the Indemnitee or the Company, as applicable, may, within five days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in [Section 1(i)], and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, # the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and # the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered [clause (i)] of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of [clause (ii)] of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this [Section 9(e)] to make the Standard of Conduct Determination shall have been selected within 20 days after the Company gives its initial notice pursuant to the first sentence of this [Section 9(e)] or the Indemnitee gives its initial notice pursuant to the second sentence of this [Section 9(e)] as the case may be, either the Company or the Indemnitee may petition the court of competent jurisdiction of the State of Nevada (“Nevada Court”) to resolve any objection which shall have been made by the Company or the Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to [Section 9(b)].

Each Provider shall perform the services that it is required to provide to its respective Recipient(s) under this Services Agreement in substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of ​ or any of its Subsidiaries to ​ or any of its Subsidiaries prior to the Distribution Date. The Parties acknowledge and agree that each Provider (and each member of its Group) makes no representations or warranties (including warranties of merchantability or fitness for a particular use or purpose or the non-infringement of any Intellectual Property rights of Third Parties) or guarantees of any kind, express or implied, either in fact or by operation of law, by statute or otherwise, with respect to any services provided hereunder and that the services to be provided hereunder are furnished “as is,” “where is,” with all faults. Each Party specifically disclaims any other warranties, whether written or oral, or express or implied, including any warranty of quality, merchantability, or fitness for a particular use or purpose or non-infringement of any Intellectual Property rights of Third Parties.

Standard of Performance. All Services to be performed by Consultant hereunder shall be performed with reasonable care in a professional, diligent and competent manner consistent with industry standards for similar consulting services and in accordance with all applicable laws. THE WARRANTY SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE IS CONSULTANT’S ONLY WARRANTY REGARDING THE SERVICES AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, ALL OF WHICH ARE HEREBY DISCLAIMED.