TERRASCEND CORP. and GAGE GROWTH CORP. ARRANGEMENT AGREEMENT August 31, 2021Arrangement Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
CREDIT AGREEMENT dated as of December 18, 2020 between WDB HOLDING PA, INC., The LENDERS Party Hereto, and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent and Collateral Agent SEAPORT GLOBAL SECURITIES LLC, as Placement AgentCredit Agreement • November 2nd, 2021 • TerrAscend Corp. • New York
CREDIT AGREEMENT dated as of December 18, 2020 (this “Agreement”), between WDB HOLDING PA, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and ACQUIOM AGENCY SERVICES LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”).
ARRANGEMENT AGREEMENT TERRASCEND CORP. - and - CANOPY GROWTH CORPORATION CANOPY RIVERS CORPORATION JW OPPORTUNITIES MASTER FUND, LTD. JW PARTNERS, LP PHARMACEUTICAL OPPORTUNITIES FUND, LP October 8, 2018Arrangement Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
AND WHEREAS the Board has unanimously determined (with conflicted directors abstaining) that the Arrangement is fair to the Company Shareholders and in the best interests of the Company, and has resolved to recommend that the Company Shareholders vote in favour of the Arrangement;
SECURITIES PURCHASE AGREEMENT By and Among RHMT, LLC (“RHMT”), Deep Thought, LLC (“Deep Thought”), Howard Street Partners, LLC (“Howard Street”), (RHMT, Deep Thought and Howard Street Partners are each a “Company” and collectively the “Companies”),...Securities Purchase Agreement • November 2nd, 2021 • TerrAscend Corp. • California
This Securities Purchase Agreement (this “Agreement”), dated as of February 10, 2019, is entered into by and among RHMT, LLC, a California limited liability company (“RHMT”), Deep Thought, LLC, a California limited liability company (“Deep Thought”), and Howard Street Partners, LLC, a California limited liability company (“Howard Street”) (RHMT, Deep Thought and Howard Street are each a “Company” and collectively the “Companies”), the holders of the outstanding securities of each of the Companies set forth on the Schedule of Sellers attached hereto as Exhibit A (each a “Seller” and collectively the “Sellers”), TerrAscend Corp., a corporation incorporated under the Business Corporations Act (Ontario) (“Parent”), WDB Holding CA, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”), and Michael Thomsen, an individual residing in the State of California, as agent for the Sellers (the “Sellers’ Agent”).
SECURITIES PURCHASE AGREEMENT By and Among Gravitas Nevada Ltd (“Gravitas”), Verdant Nevada LLC (“Verdant”) Green Ache’rs Consulting Limited (“Green Ache’rs,” and together with Verdant, “Sellers”) Terrascend Corp. (“Parent”) and WDB Holding NV, Inc....Securities Purchase Agreement • November 2nd, 2021 • TerrAscend Corp. • Nevada
This Securities Purchase Agreement (this “Agreement”), dated as of February 10, 2019, is entered into by and among Gravitas Nevada Ltd, a Nevada limited liability company (“Gravitas”), Verdant Nevada LLC, a Nevada limited liability company (“Verdant”), Green Ache’rs Consulting Limited, a Nevada limited liability company (“Green Ache’rs”) (Verdant and Green Ache’rs are each a “Seller” and collectively the “Sellers”), TerrAscend Corp., a corporation incorporated under the Ontario Business Corporations Act (“Parent”), and WDB Holding NV, Inc., a Delaware corporation, and an indirect wholly-owned subsidiary of Parent (“Buyer”).
AMENDING AGREEMENTAmending Agreement • November 2nd, 2021 • TerrAscend Corp.
NOW THEREFORE in consideration of the premises and the mutual agreements and covenants herein contained and other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged), the parties hereto hereby covenant and agree as follows:
SECURITIES PURCHASE AND EXCHANGE AGREEMENT By and Among Ilera Holdings LLC, a Pennsylvania limited liability company, Mera I LLC, a Maryland limited liability company, Mera II LLC, a Maryland limited liability company, TerrAscend Corp., a corporation...Securities Purchase and Exchange Agreement • November 2nd, 2021 • TerrAscend Corp. • Pennsylvania
This Securities Purchase and Exchange Agreement (this “Agreement”) is entered into on August 1, 2019, by and among TerrAscend Corp., a corporation incorporated under the Ontario Business Corporations Act (“Parent”), WDB Holding PA, Inc. a Delaware corporation (“Buyer”), Ilera Holdings LLC, a Pennsylvania limited liability company (“Holdings”), Mera I LLC, a Maryland limited liability company (“Mera I”), Mera II LLC, a Maryland limited liability company (“Mera II” and, collectively with Holdings and Mera I, “Sellers”), and Osagie Imasogie, as Sellers’ Agent. Parent, Buyer and Sellers are referred to collectively herein as the “Parties.”
Keith StaufferEmployment Agreement • November 2nd, 2021 • TerrAscend Corp. • Delaware
It is a pleasure to confirm our offer to employ you in the joint role of Chief Financial Officer of TerrAscend USA, Inc. (the “Company”) and Chief Financial Officer of TerrAscend Corp., the Canadian parent of the Company (“TerrAscend”). In these roles, you will be expected to report to the CEO of TerrAscend. This agreement (the “Agreement”) shall set forth our mutual understanding regarding your employment pursuant to the mutual covenants and agreements contained below (the receipt and adequacy of which are acknowledged).
ContractVoting Support Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
AGREEMENTMembership Interest Purchase Agreement • November 2nd, 2021 • TerrAscend Corp. • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 72, 2021 (the “Effective Date”), by and among WDB Holdings MI, Inc., a Delaware corporation (“Buyer”), 3 State Park, LLC, a Michigan limited liability company (“3 State Park”), AEY Thrive, LLC, a Michigan limited liability company (“AEY Thrive”), AEY Holdings, LLC, a Michigan limited liability company (“AEY Holdings”), AEY Capital, LLC, a Michigan limited liability company (“AEY Capital,” together with, 3 State Park, AEY Thrive and AEY Holdings, the “Companies” and each, individually, a “Company”), [***], an individual resident of the State of Michigan (the “Seller”), and for the limited purpose of Sections 2.3(c)(vii) and 11.6, Gage Growth Corp., a Canadian corporation (“Gage”). Buyer, and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in ARTICLE 1.
Indemnity AgreementIndemnity Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
This Agreement is made as of the [DAY] day of [MONTH] 2019 between TerrAscend Corp., a body corporate incorporated under the laws of Ontario (the “Corporation”), and [NAME] (the “Indemnified Party”), an individual resident in the State of New York.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 2nd, 2021 • TerrAscend Corp. • New York
This Separation Agreement and Release (“Agreement’”) is entered into between Jason Ackerman (“Employee”) and TerrAscend USA, Inc and TerrAscend Corp., the Canadian parent and its affiliated companies (collectively, “Company”). The Company and Employee are referred to each in this Agreement as a Party and collectively referred to in this Agreement as the “Parties.” This Agreement shall become effective on the eighth day after Employee signs and delivers to the Company without revoking this Agreement (“Effective Date”).
AMENDMENTIndependent Contractor Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
This Amendment (the “Amendment”) is dated as of June 2, 2021 (the “Effective Date”) and is between TerrAscend Corp., a corporation existing under the laws of the Province of Ontario (the “Corporation”) and Lisa Swartzman, an individual residing in the City of Toronto of the Province of Ontario (“Swartzman”). The Corporation and Swartzman are each referred to herein as “Party” and collectively as “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
AND WHEREAS the Company has agreed to continue to employ the Employee on the terms and conditions set forth in this Agreement which will supersede and replace any and all prior agreements between the Employee and Company effective as of the Effective Date;
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 2nd, 2021 • TerrAscend Corp. • Ontario
This Independent Contractor Agreement (this “Agreement”) is entered into by and between Lisa Swartzman (the “Contractor”) and TerrAscend Corporation (the “Client”) this 1st day of December 2019.
CONSULTING AGREEMENTConsulting Agreement • November 2nd, 2021 • TerrAscend Corp. • New York
This Consulting Agreement (“Agreement”), made as of this 9th day of January, 2020 (“Effective Date”), by and between JA Connect LLC, a New York limited liability company with an address at 121 Greene Street, Floor 3, New York, New York, 10012 (“Consultant”), and TerrAscend USA Inc., a US-based corporation with an office at 489 Fifth Avenue, 29th Floor, New York, NY 10017, and its affiliates, subsidiaries, successors and assigns (hereinafter, collectively, “Client”). Consultant and Client are each referred to as a “Party” and collectively, the “Parties.”
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 2nd, 2021 • TerrAscend Corp. • Pennsylvania
This Separation Agreement and Release (“Agreement”) is entered into between Greg Rochlin (“Employee”) and TerrAscend Corp., its affiliated companies (collectively, “Company”). The Company and Employee are referred to each in this Agreement as a Party and collectively referred to in this Agreement as the “Parties” This Agreement shall become effective on the eighth day after Employee signs and delivers to the Company without revoking this Agreement (“Effective Date”).
