AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 16th, 2023 • TerrAscend Corp. • Agricultural production-crops • New York
WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 18, 2020, as amended by Amendment No. 1 thereto, dated as of April 28, 2022, Amendment No. 2, dated as of November 11, 2022, and Amendment No. 3, dated as of December 15, 2022 (as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Fourth Amendment, the “Amended Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto, the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement);
ContractWarrant Agreement • March 16th, 2023 • TerrAscend Corp. • Agricultural production-crops • Ontario
THESE WARRANTS AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated November 11, 2022 (thisCredit Agreement • March 16th, 2023 • TerrAscend Corp. • Agricultural production-crops • New York
WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 18, 2020, as amended by Amendment No. 1 thereto, dated as of April 28, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the Effective Date, the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto, and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement;
PROMISSORY NOTEPromissory Note • March 16th, 2023 • TerrAscend Corp. • Agricultural production-crops • New Jersey
FOR VALUE RECEIVED (which shall include, but not be limited to, the assignment by each Minority Member of 1 Common Unit pursuant to that certain Assignment of Membership Interests of even date herewith (such assignment of membership interests, the “Assignment”)) on and from the Note Effective Date, TERRASCEND NJ LLC, a New Jersey limited liability company (“Borrower”), hereby promises to pay BWH NJ LLC, a New Jersey limited liability company and BLUE MARBLE VENTURES LLC, a New Jersey limited liability company (each a “Minority Member” and together, the “Minority Members” or “Lender”), in lawful money of the United States of America and/or pursuant to a Canadian Parent Share Issuance, the principal sum equal to Twenty Five Million Dollars ($25,000,000) (the “Loan”) due and payable on the Trigger Date and in the manner set forth below.
JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTSCredit Agreement and Security Agreements • March 16th, 2023 • TerrAscend Corp. • Agricultural production-crops • Illinois
THIS CREDIT AGREEMENT, dated as of November 22, 2021, is among GAGE GROWTH CORP., a Canadian federal corporation (“Parent”), GAGE INNOVATIONS CORP., a Canadian federal corporation (“Gage Innovations”), COOKIES RETAIL CANADA CORP., a Canadian federal corporation (“Cookies”), RIVERS INNOVATIONS, INC., a Delaware corporation (“Rivers”), RIVERS INNOVATIONS US SOUTH LLC, a Delaware limited liability company (“Rivers South”), RI SPE 1 LLC, a Delaware limited liability company (“RI SPE”), SPARTAN PARTNERS CORPORATION, a Michigan corporation (“Spartan”), SPARTAN PARTNERS HOLDINGS, LLC, a Michigan limited liability company (“Spartan Holdings”), SPARTAN PARTNERS SERVICES LLC, a Michigan limited liability company (“Spartan Services”), SPARTAN PARTNERS PROPERTIES LLC, a Michigan limited liability company (“Spartan Properties”), SPARTAN PARTNERS LICENSING LLC, a Michigan limited liability company (“Spartan Licensing”), WDB HOLDING MI, INC., a Delaware corporation (“WDB Holding”), AEY HOLDINGS, LLC,
LOAN AGREEMENT BY AND BETWEEN PELORUS FUND REIT, LLC, AS LENDER, TERRASCEND NJ LLC, HMS PROCESSING LLC, HMS HAGERSTOWN, LLC, AND HMS HEALTH, LLC, COLLECTIVELY AS BORROWER, TERRASCEND CORP. AND TERRASCEND USA, INC., WELL AND GOOD, INC. AND WDB HOLDING...Loan Agreement • March 16th, 2023 • TerrAscend Corp. • Agricultural production-crops • California
DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is made as of December 9, 2022 (the “Settlement Date”) BETWEEN: TERRASCEND CORP., a corporation incorporated under the laws of the Province of Ontario (“TerrAscend”)Debt Settlement Agreement • March 16th, 2023 • TerrAscend Corp. • Agricultural production-crops • Ontario
TERRASCEND CANADA INC., a corporation incorporated under the laws of the Province of Ontario (“TerrAscend Canada” and together with Arise, the “Debt Issuers”)
