Exhibit 2.6

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.

TERRASCEND CORP.

and

GAGE GROWTH CORP.

ARRANGEMENT AGREEMENT

August 31, 2021

ARRANGEMENT AGREEMENT

THIS AGREEMENT is dated as of August 31, 2021,

BETWEEN:

TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario

(the “Purchaser”)

- and -

GAGE GROWTH CORP., a corporation existing under the laws of Canada

(the “Company”)

CONTEXT:

THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1      Definitions

In this Agreement, the following terms have the following meanings:

“Acquisition” has the meaning specified in Section 2.16.

“affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions as in effect on the date of this Agreement.

“Agreement” means this arrangement agreement, together with the Schedules attached hereto and the Company Disclosure Letter, the Purchaser Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Amended Operating Agreement” means that certain First Amendment to the Amended and Restated Operating Agreement by and among Spartan Partner Holdings, LLC and its members to be entered into on the Closing Date in substantially the form agreed to in writing by the Parties on the date hereof.

“Arrangement” means an arrangement under Section 192 of the CBCA, on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the provisions of the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Resolution” means the special resolution of the Company Shareholders approving the Plan of Arrangement to be considered at the Company Meeting (together with any other matters that require the approval of the Company Shareholders in connection with the transactions contemplated under this Agreement), substantially in the form of Schedule B.

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement, required by subsection 192(6) of the CBCA to be sent to the Director after the Final Order has been granted, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, licence, exemption, review, decision of, registration and filing with, or similar authorization of any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity having jurisdiction over the Person including, in respect of the Company and its Subsidiaries pursuant to any Law or request or mandate of any Governmental Entity, including the Cannabis Act (Canada) and the Michigan Regulatory Laws, for the operation of the Company Business, including the Regulatory Licenses.

“Authorized Contacts” has the meaning provided in the MRA.

“Breaching Party” has the meaning specified in Section 4.7(3).

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

“CARES Act” has the meaning ascribed thereto in Section (18)(s) of Schedule C.

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“Certificate of Arrangement” means the certificate to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement giving effect to the Arrangement.

“Civil Investigative Demand” means a civil investigative demand received from the U.S. Federal Trade Commission.

“Company” has the meaning specified in the preamble.

“Company Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or any affiliate of the Purchaser), after the date of this Agreement relating to:

any other similar transaction or series of transactions involving the Company, any of its Subsidiaries, or any agreements entered into by the Company or any of its Subsidiaries, the consummation of which would reasonably be expected to impede, interfere with, prevent a delay to the transactions contemplated herein or under the MIPA or which could reasonably be expected to materially reduce the benefits of the Arrangement to the Purchaser.

“Company Board” means the board of directors of the Company as constituted from time to time.

“Company Board Recommendation” has the meaning specified in Section 2.4(2).

“Company Business” means the business historically conducted by the Company and/or its Subsidiaries, including all activities and products processed under or using Company Intellectual Property Rights.

“Company Business Assets” means all tangible and intangible assets, properties, Authorizations, rights or other privileges (whether contractual or otherwise, including through agreements with the Licensed Operators) owned (either directly or indirectly), leased, licensed, loaned, operated or being developed or used, including all vendor lists, customer lists, intellectual property and related technologies, real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Company and its Subsidiaries in connection with the Company Business.

“Company Canadian Debentures” means the outstanding unsecured debentures of the Company, denominated in Canadian dollars.

“Company Change in Recommendation” has the meaning specified in Section 7.2(1)(d)(ii).

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Company Data Room” means the material contained in the virtual data room established by the Company as at 8:00 p.m. (Toronto time) on August 31, 2021, the index of documents of which is appended to the Company Disclosure Letter.

“Company Debentures” means the Company Canadian Debentures and the Company US Debentures.

“Company Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser in connection with this Agreement.

“Company Employees” means all officers and employees of the Company and its Subsidiaries, including unionized, non-unionized, part-time, full-time, active and inactive employees.

“Company Exchangeable Shares” means the Class B exchangeable shares issued by Spartan Partners Corporation which are exchangeable into 600,000 Company Exchangeable Units.

“Company Exchangeable Units” means the exchangeable units issued by Spartan Partners Holding, LLC, which are exchangeable for either 75,000,000 Company Subordinate Voting Shares or 1,500,000 Company Proportionate Voting Shares in accordance with their terms.

“Company Fairness Opinions” means the opinions of the Financial Advisors to the effect that, as of the date of such opinion, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders.

“Company Filings” means all documents of the Company publicly filed under the profile of the Company on the System for Electronic Document Analysis Retrieval (SEDAR).

“Company Financial Statements” has the meaning ascribed thereto in Section (10) of Schedule C.

“Company Intellectual Property Rights” means, collectively, Company Owned Intellectual Property Rights and the Company Licensed Intellectual Property Rights.

“Company Interested Shareholders” means, collectively, the Company Shareholders whose votes are required to be excluded from the minority approval vote under Part 8 of MI 61-101 with respect to the Arrangement Resolution.

“Company Licensed Intellectual Property Rights” shall mean all Intellectual Property rights that are licensed to the Company or any of its Subsidiaries by any third party, including the Licensed Operators, or which the Company or any of its Subsidiaries otherwise has the right to use.

“Company Leased Property” has the meaning ascribed thereto in Section (20)(b) of Schedule C.

“Company Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser, acting reasonably.

“Company Owned Intellectual Property Rights” shall mean all Intellectual Property rights owned or purported to be owned by the Company or any of its Subsidiaries, in whole or in part.

“Company Owned Property” has the meaning ascribed thereto in Section (20)(a) of Schedule C.

“Company Properties” has the meaning ascribed thereto in Section (20)(b) of Schedule C.

“Company Proportionate Voting Shares” means the shares in the capital of the Company designated as proportionate voting shares, each entitling the holder thereof to fifty (50) votes per share at shareholder meetings of the Company, and which are convertible, at any time at the option of the holder, into Company Subordinate Voting Shares at a ratio of fifty (50) Company Subordinate Voting Shares for each Company Proportionate Voting Share.

“Company RSU Plan” means the restricted share unit plan approved by the Company Board on January 26, 2021.

“Company RSUs” means the outstanding restricted share units of the Company issued pursuant to the Company RSU Plan.

“Company Shareholders” means the registered or beneficial holders of Company Shares, as the context requires.

“Company Shares” means a share in the capital of the Company, and includes the Company Subordinate Voting Shares, the Company Super Voting Shares and the Company Proportionate Voting Shares.

“Company Special Committee” means the special committee of independent members of the Company Board formed in relation to the proposal to effect the transactions contemplated by this Agreement.

“Company Stock Option Plan” means the amended and restated stock option plan approved by the Company Board on June 3, 2019.

“Company Stock Optionholders” means the registered or beneficial holders of Company Stock Options.

“Company Stock Options” means stock options to purchase Company Subordinate Voting Shares issued pursuant to the Company Stock Option Plan.

“Company Subordinate Voting Shares” means the shares in the capital of the Company designated as subordinate voting shares, each entitling the holder thereof to one vote per share at shareholder meetings of the Company.

“Company Super Voting Shares” means the shares in the capital of the Company designated as super voting shares, each entitling the holder thereof to fifty (50) votes per share at shareholder meetings of the Company.

“Company Superior Proposal” means any unsolicited bona fide written Company Acquisition Proposal from a Person who is an arm’s length third party made after the date of this Agreement: (i) to acquire all of the outstanding Company Shares not beneficially owned by such arm’s length third party or all or substantially all of the assets of the Company on a consolidated basis; (ii) that complies with Securities Laws in all material respects and did not result from or involve a breach of Article 5 or any other agreement between the Person making the Company Acquisition Proposal and the Company or any of its Subsidiaries; (iii) that the Company Board determines, in its good faith judgment after receiving the advice of its outside legal counsel and financial advisors, is reasonably capable of being completed without undue delay relative to the Arrangement, taking into account all financial, legal, regulatory and other aspects of such proposal (including any required shareholder approvals and any minimum tender requirements) and the Person making such proposal; (iv) that is not subject to a financing condition and, in respect of which it has been demonstrated to the satisfaction of the Company Board, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors, that adequate arrangements have been made in respect of any financing, including any costs or expenses related thereto, required to complete such Company Acquisition Proposal; (v) that is not subject to any due diligence or access condition; (vi) in the event that the Company does not have the financial resources to pay the Termination Fee, the terms of such Company Acquisition Proposal provide that the Person making such Company Superior Proposal shall advance or otherwise provide the Company the cash required for the Company to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable; and (vii) that the Company Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Company Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Company Acquisition Proposal and the party making such Company Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2)).

“Company Superior Proposal Notice” has the meaning specified in Section 5.4(1)(c).

“Company Systems” means all information technology and computer systems (including computer software, information technology and telecommunication hardware and other equipment) relating to the generation, transmission, storage, maintenance or processing of data and information, whether or not in electronic form, used in the conduct of the Company Business.

“Company Termination Fee Event” has the meaning specified in Section 7.3.

“Company US Debentures” means the outstanding unsecured debentures of the Company, denominated in U.S. dollars.

“Company Voting Support and Lock-Up Agreements” means each of the voting support and lock-up agreements dated the date hereof between the Purchaser and each of the Locked-Up Parties.

“Company Warrantholders” means the registered or beneficial holders of Company Warrants.

“Company Warrants” means the outstanding warrants of the Company to purchase Company Subordinate Voting Shares.

“Confidentiality Agreement” means the confidentiality agreement dated January 29, 2021 between the Purchaser and the Company.

“Consideration” means the consideration to be received by the Company Shareholders pursuant to the Plan of Arrangement as consideration for their Company Shares, consisting of 0.3001 of a Purchaser Share for each Company Share, subject to adjustment in the manner and in the circumstances contemplated in Section 2.12 of this Agreement, on the basis set out in the Plan of Arrangement.

“Consideration Shares” means the Purchaser Shares to be issued as the Consideration pursuant to the Arrangement.

“Constating Documents” means the articles or certificate of incorporation, formation, amalgamation, or continuation, as applicable, and the operating or limited liability company agreements, shareholders agreements, by-laws, or similar organizational documents, as applicable, and all amendments thereto.

“Contract” means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral), and any amendment, exhibit, schedule or appendix thereof, to which any Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“Court” means the Ontario Superior Court of Justice (Commercial List) in the City of Toronto.

“CSE” means the Canadian Securities Exchange.

“Depositary” means such Person as the Purchaser may appoint to act as depositary for Company Shares in relation to the Arrangement, with the approval of the Company, acting reasonably.

“Director” means the Director appointed pursuant to Section 260 of the CBCA.

“Dissent Rights” means the rights of dissent of the Company Shareholders in respect of the Arrangement Resolution as described in the Plan of Arrangement.

“Effective Date” has the meaning specified in Section 2.10.

“Effective Time” has the meaning specified in the Plan of Arrangement.

“Employee Plans” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) and all other health, welfare, supplemental unemployment benefit, change of control, bonus, profit sharing, option, insurance, compensation, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension, vacation, severance or termination pay, retirement or retirement savings plans, or other employee benefit plans, policies, trusts, funds, agreements, or arrangements for the benefit of employees, former employees, directors or former directors of a Party or any of its Subsidiaries, which are maintained by or binding upon such Party or any of its Subsidiaries or in respect of which such Party or any of its Subsidiaries has an actual or contingent liability excluding all obligations for severance and termination pursuant to a statute.

“Environmental Laws” means all United States and Canadian Laws relating to public health that is adversely affected by pollution and Hazardous Substances in the environment or the protection of the environment and all Authorizations issued pursuant to such United States and Canadian Laws.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” with respect to an entity means any other entity that, together with such first entity, would (as of any relevant time) be treated as a single employer under Section 414 of the U.S. Tax Code.

“Federal Cannabis Laws” means any United States federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same, including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing.

“Final Order” means the final order of the Court made pursuant to Section 192 of the CBCA, after a hearing upon the fairness of the terms and conditions of the Arrangement, in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or dismissed, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“Financial Advisors” means Clarus Securities Inc., independent financial advisor to the Company Board and Eight Capital, independent financial advisor to the Company Special Committee.

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or instrumentality, domestic or foreign, including the U.S. Internal Revenue Service and the Canada Revenue Agency, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange, including the CSE.

“Hazardous Substances” means any material, substance, or waste that is regulated as toxic or hazardous, or as a pollutant or contaminant under Environmental Laws, including all petroleum and fractions thereof, asbestos-containing materials in any condition, polychlorinated biphenyls and per- and polyfluoroalkyl substances, but explicitly excludes cannabis and cannabis-containing products.

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board, applicable as at the date on which the calculation is made or required to be made, applied on a consistent basis.

“Indemnified Persons” has the meaning specified in [***].

“Intellectual Property” means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade-mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property.

“Interim Order” means the interim order of the Court contemplated by Section 2.2 and made pursuant to Section 192 of the CBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“Inventories” means all inventories of stock-in-trade, point-of-sale materials and merchandise including materials, supplies, work-in-progress, finished goods, and purchased finished goods owned by the Company and any of its Subsidiaries (including those in possession of suppliers, customers and other third parties).

“Key Authorizations” means (i) the approval of the CSE with regard to the Arrangement and the issuance and listing of the Consideration Shares issuable pursuant thereto; and (ii) acceptance of a Subsidiary of the Purchaser as a ‘supplemental applicant’ in respect of any Licensed Operator whose ownership may not be transferred in accordance with the MIPA at the Effective Time.

“Key Employees” means such key Company employees, consultants or independent contractors specified in the Company Disclosure Letter.

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“Leases” has the meaning ascribed thereto in Section (20)(b) of Schedule C.

“Licensed Operators” means those entities specified in the Company Disclosure Letter.

“Lien” means any mortgage, charge, pledge, hypothecation, security interest, prior claim, encroachments, option, right of first refusal or right of first offer, occupancy right, possessory right, covenant, assignment, lien (statutory, inchoate or otherwise), defect of title, restriction, adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Locked-Up Parties” means the Persons who are party to the Company Voting Support and Lock-Up Agreements, as agreed to in writing by the Purchaser and the Company.

“Losses” has the meaning specified in Section 2.4(3).

“Matching Period” has the meaning specified in Section 5.4(1)(e).

“Material Adverse Effect” means, in respect of any Party, as applicable, any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances, is or could reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, financial condition, liabilities (contingent or otherwise) or cash flows of a Party and its Subsidiaries, and as it relates to the Company and the Company Business, taken as a whole, except any such change, event, occurrence, effect, or circumstance resulting from:

provided, however, that with respect to clauses (a) through to and including (e), such matter does not have a materially disproportionate effect on the Party and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industry or markets in which the Party and/or its Subsidiaries operate, and unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“Material Contract” means any Contract: (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect on the Company; (ii) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money in excess of $250,000 in respect of the Company; (iii) restricting, or which may in the future restrict, the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries, or restricting, or which may in the future restrict, the payment of dividends by the Company, in each case, in any material respect; (iv) relating to the purchase of materials, supplies, equipment or services involving payments, individually or in the aggregate, in excess of $250,000 annually or $750,000 over the life of the Contract by the Company or any of its Subsidiaries over the life of such Contract; (v) providing for the establishment, investment in, organization, formation, or governance of any joint venture, limited liability company, strategic alliance, partnership or sharing of profits, revenue or proprietary information or similar arrangement that creates an exclusive dealing arrangement or right of first offer or refusal that materially limits the Company’s business or that of any Subsidiary; (vi) that contains any exclusivity or non-solicitation obligations of the Company or any of its Subsidiaries; (vii) providing for severance or change in control payments in excess of $100,000; (viii) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset other than inventory in the Ordinary Course where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $250,000 in respect of the Company; (ix) that limits or restricts in any material respect (A) the ability of the Company or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area, (B) the ability of the Company or any of its Subsidiaries to solicit or hire any Person, or (C) the scope of Persons to whom the Company or any of its Subsidiaries may sell products or deliver services; (x) that gives another Person the right to purchase or license an unlimited quantity or volume of, or enterprise-wide scope of use of, that the Company’s products or services (or licenses to that the Company’s products or services) for a fixed aggregate price at no additional charge, or under which the Company grants most-favoured customer pricing, rights of first refusal or similar rights or terms to any Person; or (xi) that remains in full force and effect and has been filed by the Company with the applicable Securities Authorities as a Material Contract in accordance with applicable Securities Laws. For greater certainty, any Contract between the Company and any of its Subsidiaries and the Licensed Operators shall be a Material Contract.

“Material Representations” means the representations and warranties of the Company contained in Sections (2), (3), (4)(a), (22)(e) and (22)(f) of Schedule C hereto.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions.

“Michigan Regulatory Laws” means the Michigan Medical Marihuana Facilities Licensing Act (MMFLA), the Michigan Regulation and Taxation of Marihuana Act (MRTMA), the rules and regulations promulgated by the Michigan Marijuana Regulatory Agency (MRA), and any applicable municipal ordinances adopted pursuant to the MMFLA or MRTMA.

“MIPA” means the membership interest purchase agreement entered into by a Subsidiary of the Purchaser and the member of the Licensed Operators on the date hereof with respect to the Licensed Operators.

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

“Money Laundering Laws” has the meaning ascribed thereto in Section (25)(d) of Schedule C.

“MRA” means the Michigan Marijuana Regulatory Agency.

“Notice” has the meaning specified in [***].

“OFAC” has the meaning ascribed thereto in Section (26) of Schedule C.

“officer” has the meaning specified in the Securities Act (Ontario).

“Ordinary Course” means, with respect to an action taken by a Party or its Subsidiary, that such action is consistent with the past practices of such Party or such Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the business of such Party or such Subsidiary but excludes non-arm’s length transactions.

“Outside Date” means six (6) months from the date of this Agreement, or such later date as may be agreed to in writing by the Parties.

“Parties” means the Company and the Purchaser and “Party” means either of them.

“Permitted Liens” means, in respect of the Company or any of its Subsidiaries, any one or more of the following:

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Personal Data” means any information that, alone or in combination with other information, allows the identification of a natural person, including name, street address, telephone number, e-mail address, photograph, social security number, driver’s license number, passport number or customer or account number, IP address, and any persistent identifier or any other information that is otherwise considered personal information, personal data, protected health information, or other personally identifiable information under applicable Law.

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with Section 8.1 of this Agreement or Section 6.1 of the Plan of Arrangement, or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Privacy and Information Security Requirements” means (i) all Laws that govern Processing of Personal Data, data privacy or information security in the State of Michigan; (ii) all United States and Michigan state Laws applicable to the information security of Company Systems; (iii) all Contracts that relate to the Processing of Personal Data and/or protecting the security or privacy of personally identifiable information or personal data as such terms are defined under applicable United States and Michigan Laws; (iv) all Privacy Notices; and (v) the Payment Card Information Data Security Standards.

“Privacy Notices” means any notices, policies, disclosures, or public representations by the Company or any of its Subsidiaries in respect of the Company or the respective Subsidiary’s Processing of Personal Data or privacy practices.

“Process” or “Processing” means the collection, use, storage, processing, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium).

“Purchaser” has the meaning specified in the preamble.

“Purchaser Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Company (or any affiliate of the Company), after the date of this Agreement relating to:

any other similar transaction or series of transactions involving the Purchaser, any of its Subsidiaries, or any agreements entered into by the Purchaser or any of its Subsidiaries, the consummation of which would reasonably be expected to impede, interfere with, prevent a delay to the transactions contemplated herein.

“Purchaser Board” means the board of directors of the Purchaser as constituted from time to time.

“Purchaser Board Recommendation” has the meaning specified in Section 2.6(2).

“Purchaser Change in Recommendation ” has the meaning specified in Section 7.2(1)(c)(ii).

“Purchaser Circular” means the notice of the Purchaser Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Purchaser Shareholders in connection with the Purchaser Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Purchaser Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Purchaser to the Company in connection with this Agreement.

“Purchaser Filings” means all documents of the Purchaser publicly filed under the profile of the Purchaser on the System for Electronic Document Analysis Retrieval (SEDAR).

“Purchaser Financial Statements” has the meaning ascribed thereto in Section (9) of Schedule D.

“Purchaser Interested Shareholders” means, collectively, the Purchaser Shareholders whose votes are required to be excluded from the minority approval vote under Part 8 of MI 61-101 with respect to the Purchaser Shareholder Resolution.

“Purchaser Meeting” means the special meeting of Purchaser Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held to consider the Purchaser Shareholder Resolution.

“Purchaser Representatives” means any officer, director, employee, representative (including any financial or other adviser engaged by the Purchaser to identify potential Purchaser Acquisition Proposals) or agent of the Purchaser or its Subsidiaries.

“Purchaser Shareholders” means the registered or beneficial holders of Purchaser Shares.

“Purchaser Shares” means the common shares in the authorized share structure of the Purchaser.

“Purchaser Shareholder Resolution” means the resolution of the Purchaser Shareholders approving the matters to be considered at the Purchaser Meeting.

“Purchaser Superior Proposal” means any unsolicited bona fide written Purchaser Acquisition Proposal from a Person who is an arm’s length third party made after the date of this Agreement: (i) to acquire all of the outstanding Purchaser Shares not beneficially owned by such arm’s length third party or all or substantially all of the assets of the Purchaser on a consolidated basis; (ii) that complies with Securities Laws in all material respects; (iii) that the Purchaser Board determines, in its good faith judgment after receiving the advice of its outside legal counsel and financial advisors, is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal (including any required shareholder approvals and any minimum tender requirements) and the Person making such proposal; (iv) that is not subject to a financing condition and, in respect of which it has been demonstrated to the satisfaction of the Purchaser Board, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors, that adequate arrangements have been made in respect of any financing, including any costs or expenses related thereto, required to complete such Purchaser Acquisition Proposal; (v) that is not subject to any due diligence or access condition; (vi) that requires the termination of this Agreement in accordance with its term; (vii) in the event that the Purchaser does not have the financial resources to pay the Termination Fee, the terms of such Purchaser Acquisition Proposal provide that the Person making such Purchaser Superior Proposal shall advance or otherwise provide the Purchaser the cash required for the Purchaser to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable; and (viii) that the Purchaser Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Purchaser Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Purchaser Acquisition Proposal and the party making such Purchaser Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Purchaser Shareholders than the Arrangement.

“Purchaser Termination Fee Event” has the meaning specified in Section 7.3(2).

“Purchaser Voting Support Agreements” means each of the voting support agreements entered into with the Voting Parties.

“Regulatory Licenses” means the Authorizations set forth in Section (23)(a) of the Company Disclosure Letter.

“Replacement Option” means an option or right to purchase or receive Purchaser Shares, as applicable, granted by the Purchaser in replacement of Company Stock Options on the basis set forth in Section 3.1.1(i) of the Plan of Arrangement.

“Replacement Warrants” means the warrants providing for the right to purchase Purchaser Shares issued by the Purchaser in replacement of the Company Warrants on the basis set forth in Section 3.1.1(j) of the Plan of Arrangement.

“Required Purchaser Shareholder Approval” has the meaning specified in Section 2.5(1)(k).

“Representative” has the meaning specified in Section 5.1(1).

“Required Approval” has the meaning specified in Section 2.2(1)(b).

“Saleable” means, Inventories that (i) can be reasonably delivered and sold within the applicable expiration of the code dates and (ii) have been stored and transported properly, (iii) and can be sold without discount to the sale price for such Inventories or credit (or similar other accommodation) granted or offered to the applicable customer.

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

“Securities Authorities” means the Ontario Securities Commission, the Securities and Exchange Commission, any U.S. state securities authorities, commissions or regulators, and the applicable securities commission or securities regulatory authority of each of the other provinces and territories of Canada.

“Securities Laws” means (a) the Securities Act (Ontario) and any other applicable securities laws, securities commissions or securities regulatory authority of a province or territory of Canada, (b) the U.S. Securities Act and the U.S. Exchange Act, (c) U.S. state securities Laws, in each case, to the extent applicable, and (d) the policies, rules and regulations of the CSE.

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“Subsidiary” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions as in effect on the date of this Agreement.

“Succession Agreements” means all membership interest transfer restriction and succession agreements between the Company or a Subsidiary of the Company and the equity owners of a Licensed Operator or any affiliate thereof, pursuant to which the Company or such Subsidiary has the right to acquire all or part of the equity interests of such Licensed Operator.

“Support Agreement” means that certain Support Agreement by and among the Purchaser, the Company, Spartan Partners Corporation, Spartan Partners Holdings, LLC and Michael Hermiz to be entered into on the Closing Date substantially in the form agreed to in writing by the Parties as of the date hereof.

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended.

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments in the nature of a tax imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, unclaimed property, escheat, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result or being a transferee or successor in interest to any party.

“Terminating Party” has the meaning specified in Section 4.7(3).

“Termination Fee” means $30 million.

“Termination Notice” has the meaning specified in Section 4.7(3).

“Top Company Supplier” has the meaning specified in Section (37) of Schedule C.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. GAAP” means the accounting principles generally accepted in the United States.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“U.S. Tax Code” means the United Stated Internal Revenue Code of 1986, as amended.

“U.S. Treasury Regulations” means the treasury regulations promulgated under the U.S. Tax Code.

“Voting Parties” means the Persons entering into the Purchaser Voting Support Agreements as agreed to in writing by the Purchaser and the Company.

“WARN Act” has the meaning specified in Section 4.11.

Section 1.2      Certain Rules of Interpretation

Section 1.3            Schedules

Section 1.4            MIPA

ARTICLE 2

THE ARRANGEMENT

Section 2.1            Arrangement

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement. Without limitation to the foregoing, at the Effective Time, the Plan of Arrangement shall become effective with the result that, among other things, the Purchaser shall become the holder of all of the outstanding Company Shares.

Section 2.2            Interim Order

Section 2.3            The Company Meeting

Section 2.4            The Company Circular

(a)            any Misrepresentation or alleged Misrepresentation in any information:

(a)            any Misrepresentation or alleged Misrepresentation in any information:

Section 2.5            Purchaser Meeting

Section 2.6            The Purchaser Circular

Section 2.7            Final Order

Section 2.8            Court Proceedings

Section 2.9             Other Securities

The Parties acknowledge and agree that all Company Stock Options, Company RSUs and Company Warrants that are not settled or exercised in accordance with their terms, whether conditionally or otherwise, and any other securities that represent the right to receive Company Shares that are not exchanged for Company Shares, prior to the Effective Time and that remain outstanding immediately prior to the Effective Time shall be treated in accordance with the provisions of the Plan of Arrangement, and the Company and the Purchaser shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing. The Company hereby represents, warrants and confirms to the Purchaser that all Company Debentures shall be repaid immediately prior to the Effective Date in accordance with the terms of the applicable debentures.

Section 2.10          The Arrangement and Effective Date

The Arrangement shall be effective at the Effective Time on the earlier to occur of (a) the date which is five (5) Business Days after the date on which all conditions set forth in Section 6.1, Section 6.2 and Section 6.3 have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), and (b) the date that is the last Business Day prior to the Outside Date (provided that the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 have been satisfied or waived), unless another time or date is agreed to in writing by the Parties (the “Effective Date”). From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the CBCA.

Section 2.11          Payment of Consideration

The Purchaser will, provided that all conditions precedent to the obligations of the Purchaser and the Company in Article 6 have been satisfied or waived, other than those conditions that are only capable of satisfaction at the Effective Time, as soon as possible after the receipt by the Company of the Final Order and in any case no later than 24 hours prior to the Effective Time, (a) deposit in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Parties, acting reasonably) sufficient Purchaser Shares to satisfy the aggregate Consideration payable to Company Shareholders (other than Company Shareholders who have exercised Dissent Rights) pursuant to the Plan of Arrangement; and (b) take all actions to (i) have granted all of the Replacement Options and Replacement Warrants, which grant shall automatically, and without any further action, approval, notice or otherwise of any Person, be effective upon the Effective Date and (ii) have authorized and allotted for issuance sufficient Purchaser Shares to be issued pursuant to the Company Stock Options and Company Warrants upon the payment therefor.

Section 2.12          Adjustment of Consideration

Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have changed into a different number of shares or a different class by reason of any split, consolidation, dividend, reclassification, redenomination or the like, provided any such action is permitted by Section 4.2(2)(b), then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share, subject to further adjustment in accordance with this Section 2.12.

Section 2.13         Dissenting Company Shareholders

The Company will give the Purchaser prompt notice of receipt of any written notice of any dissent or purported exercise by any Company Shareholder of Dissent Rights, any withdrawal of such notice, and any other instruments served pursuant to Dissent Rights and received by the Company. The Company shall not make any payment or settlement offer, or agree to any such settlement, or conduct any negotiations prior to the Effective Time with respect to any such dissent, notice or instrument unless the Purchaser, acting reasonably, shall have given its written consent. The Company shall promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person.

Section 2.14         Withholding Taxes

Section 2.15          United States Securities Law Matters

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of TerrAscend Corp., pursuant to the Plan of Arrangement.”

Section 2.16          U.S. Tax Treatment

For U.S. federal income Tax purposes, it is intended that the transactions contemplated in Section 3.1.1 of the Plan of Arrangement shall constitute a single integrated transaction and the Merger, as defined in the Plan of Arrangement, shall qualify as a “reorganization” within the meaning of Sections 368(a(1)(A) and 368(a)(2)(E)) of the U.S. Tax Code (the “Acquisition”) and that this Agreement and the Plan of Arrangement shall constitute a “plan of reorganization” within the meaning of Section 368(a) of the U.S. Tax Code and the Treasury Regulations thereunder. Each Party hereto shall treat the Acquisition as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all U.S. federal income tax purposes, and shall not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless required by Law (or the interpretation thereof by a Governmental Entity) or otherwise required by a “determination” within the meaning of Section 1313 of the U.S. Tax Code that such treatment is not correct.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1            Representations and Warranties of the Company

Section 3.2            Representations and Warranties of the Purchaser

ARTICLE 4

COVENANTS

Section 4.1            Conduct of Business of the Company

(a)            any Material Adverse Effect relating to the Company; or

Section 4.2            Conduct of Business of the Purchaser.

Section 4.3             Covenants Regarding the Arrangement

Section 4.4            Authorizations

Section 4.5            Access to Information; Confidentiality

Section 4.6            Public Communications

Section 4.7            Notice and Cure Provisions

Section 4.8            Insurance and Indemnification

Section 4.9            CSE Delisting

Subject to applicable Laws, the Purchaser and the Company shall use their commercially reasonable efforts promptly following the Effective Time to cause the Company Subordinate Voting Shares to be de-listed from the CSE with effect promptly following the acquisition by the Purchaser of the Company Shares pursuant to the Arrangement.

Section 4.10         Notification of Purchaser Acquisition Proposals

Section 4.11         WARN Act

The Purchaser and the Company shall cooperate to identify and address any event requiring notice, consultation or other employment obligations under the United States Worker Adjustment and Retraining Notification Act (the “WARN Act”) or similar state or local law with respect to the transactions contemplated by this Agreement, including, without limitation, any notice and consultation requirements under the WARN Act or any similar state or local law. Since January 1, 2017, the Company has not had any plant closings or mass layoffs under the WARN Act.

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1            Non-Solicitation

(d)           make, or publicly propose to make, a Company Change in Recommendation.

Section 5.2            Notification of Company Acquisition Proposals

Section 5.3            Responding to a Company Acquisition Proposal

Section 5.4            Right to Match

Section 5.5            Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company, its Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by the Company.

ARTICLE 6

CONDITIONS

Section 6.1            Mutual Conditions Precedent

Section 6.2            Additional Conditions Precedent to the Obligations of the Purchaser

Section 6.3            Additional Conditions Precedent to the Obligations of the Company

Section 6.4            Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director.

ARTICLE 7

TERM AND TERMINATION

Section 7.1            Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms.

Section 7.2            Termination

(1)           This Agreement may be terminated prior to the Effective Time by:

(d)           the Purchaser if:

Section 7.3            Termination Fee

Section 7.4            Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1, Section 4.8 shall survive for a period of six (6) years following such termination; and (b) in the event of termination under Section 7.2, Section 4.5(3), Section 7.3, this Section 7.4 and [***] through to and including [***] shall survive, and provided further that no Party shall be relieved of any liability for any wilful and material breach or fraud by it of this Agreement.

ARTICLE 8

GENERAL PROVISIONS

Section 8.1            Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting and the Purchaser Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

Section 8.2            Expenses

Section 8.3            Notices

Rejection or other refusal to accept, or inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

Section 8.4            Time of the Essence

Time is of the essence in this Agreement.

Section 8.5            Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed by a Party in accordance with their specific terms or were otherwise breached by a Party. It is accordingly agreed that each Party shall be entitled to specific performance, injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement against the other Party without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which a Party may be entitled at Law or in equity.

Section 8.6            Third Party Beneficiaries

Section 8.7            Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 8.8            Entire Agreement

This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between the Company, on one hand, and the Purchaser, on the other hand, with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Company, on one hand, and the Purchaser, on the other hand. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Company, on one hand, and the Purchaser, on the other hand in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. the Company, on one hand, and the Purchaser, on the other hand, have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 8.9            Successors and Assigns

Section 8.10            Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.11            Governing Law

Section 8.12          Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

Section 8.13          No Personal Liability

No director or officer of the Purchaser or any of its Subsidiaries shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered on behalf of the Purchaser or any of its Subsidiaries under this Agreement. No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered on behalf of the Company or any of its Subsidiaries under this Agreement.

Section 8.14          Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally blank; signature page follows]

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

SCHEDULE “A”

PLAN OF ARRANGEMENT

UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

DEFINITIONS AND INTERPRETATION

“Affected Person” has the meaning ascribed thereto in Section 7.1.1.

“Arrangement” means an arrangement under Section 192 of the CBCA, on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or the provisions of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement dated as of August 31, 2021 between the Purchaser and the Company, together with the Schedules attached thereto and the Company Disclosure Letter and the Purchaser Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Arrangement Resolution” means the special resolution of the Company Shareholders approving this Plan of Arrangement to be considered at the Company Meeting.

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement that are required by the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“Broker” has the meaning ascribed thereto in Section 7.1.2(a).

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“Certificate of Arrangement” means the certificate of arrangement giving effect to the Arrangement, issued pursuant to subsection 192(7) of the CBCA after the Articles of Arrangement have been filed.

“Company” means Gage Growth Corp., a company existing under the laws of Canada.

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

“Company Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser, acting reasonably.

“Company Proportionate Voting Shares” means the shares in the capital of the Company designated as proportionate voting shares, each entitling the holder thereof to fifty (50) votes per share at shareholder meetings of the Company, and which are convertible, at any time at the option of the holder, into Company Subordinate Voting Shares at a ratio of fifty (50) Company Subordinate Voting Shares for each Company Proportionate Voting Share.

“Company RSU Plan” means the restricted share unit plan approved by the Company Board on January 26, 2021.

“Company RSUs” means the outstanding restricted share units of the Company issued pursuant to the Company RSU Plan.

“Company Shareholders” means the registered or beneficial holders of Company Shares, as the context requires.

“Company Shares” means a share in the capital of the Company, and includes the Company Subordinate Voting Shares, the Company Super Voting Shares and the Company Proportionate Voting Shares.

“Company Stock Option Plan” means the amended and restated stock option plan approved by the Company Board on June 3, 2019.

“Company Stock Options” means stock options to purchase Company Subordinate Voting Shares issued pursuant to the Company Stock Option Plan.

“Company Subordinate Voting Shares” means the shares in the capital of the Company designated as subordinate voting shares, each entitling the holder thereof to one vote per share at shareholder meetings of the Company.

“Company Super Voting Shares” means the shares in the capital of the Company designated as super voting shares, each entitling the holder thereof to fifty (50) votes per share at shareholder meetings of the Company.

“Company Warrants” means the outstanding warrants of the Company to purchase Company Subordinate Voting Shares.

“Consideration” means the consideration to be received by non-Dissenting Shareholders pursuant to this Plan of Arrangement as consideration for their Company Shares, consisting of 0.3001 of a Purchaser Share for each Company Subordinate Voting Share, subject to adjustment in the manner and in the circumstances contemplated in Section 2.10 of the Arrangement Agreement, on the basis set out in this Plan of Arrangement.

“Court” means the Ontario Superior Court of Justice (commercial list) in the city of Toronto.

“Depositary” means such Person as the Company may appoint to act as depositary for Company Shares in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

“Director” means the Director appointed pursuant to section 260 of the CBCA.

“Dissent Procedures” has the meaning ascribed thereto in Section 4.1.1.

“Dissent Rights” means the rights of dissent of the registered Company Shareholders in respect of the Arrangement Resolution as described in Section 4.1.1 hereto.

“Dissenting Shareholder” means a registered Company Shareholder who has validly exercised a Dissent Right and who is ultimately entitled to be paid the fair value of the Company Shares held by such registered Company Shareholder, but such Company Shareholder will only be a Dissenting Shareholder in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such holder in strict compliance with the terms of the Dissent Rights.

“Dissenting Shares” has the meaning ascribed thereto in Section 4.1.2.

“Effective Date” means the date upon which the Arrangement becomes effective as shown on the Certificate of Arrangement.

“Effective Time” means 12:01 a.m. (Toronto Time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Exchange Ratio” means 0.3001 of a Purchaser Share to be issued by the Purchaser for each one Company Subordinate Voting Share exchanged pursuant to the Arrangement.

“Final Order” means the final order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or instrumentality, domestic or foreign, including the U.S. Internal Revenue Service and the Canada Revenue Agency, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange, including the CSE.

“Hermiz Exchangeable Units” means the 900,000 exchangeable units issued by Spartan Partners Holding, LLC, an indirect subsidiary of the Company, which are exchangeable for either 45,000,000 Company Subordinate Voting Shares or 900,000 Company Proportionate Voting Shares in accordance with their terms.

“Interim Order” means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“Letter of Transmittal” means the letter of transmittal to be delivered by the Company to the Company Shareholders for use in connection with the Arrangement.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory, inchoate or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Mayde” means Mayde Inc.

“Mayde Exchangeable Shares” means the 600,000 Class B exchangeable shares issued by Spartan Partners Corporation, a subsidiary of the Company.

“Merger” has the meaning specified in Section 3.1.1(f).

“Mergerco” has the meaning ascribed thereto in Section 3.1.1(f);

“Parties” means the Company and the Purchaser, and “Party” means either of them.

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Plan of Arrangement” means this plan of arrangement, subject to any amendments or variations hereto made in accordance with Section 8.1 of the Arrangement Agreement or Section 6.1 hereto, or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Purchaser” means TerrAscend Corp., a corporation existing under the laws of the Province of Ontario.

“Purchaser Shares” means the common shares in the authorized share capital of the Purchaser.

“Purchaser Subco” means 13283941 Canada Inc., a corporation continued under the CBCA and a wholly-owned subsidiary of the Purchaser.

“Replacement Option” means an option or right to purchase or receive Purchaser Shares, as applicable, granted by the Purchaser in replacement of Company Stock Options on the basis set forth in Section 3.1.1(i).

“Replacement Warrant” means the warrants providing for the right to purchase Purchaser Shares issued by the Purchaser in replacement of the Company Warrants on the basis set forth in Section 3.1.1(j).

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.

“Withholding Obligation” has the meaning ascribed thereto in Section 7.1.1.

The headings contained in this Plan of Arrangement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular Article, Section or Subsection hereof and include any agreement or instrument supplementary or ancillary hereto.

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders and neuter.

A reference to a Person includes any successor to that Person. Any reference to a statute or to a rule of a self-regulatory organization, including any stock exchange, refers to such statute or rule, and all rules and regulations, administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

Unless otherwise stated in this Plan of Arrangement, all references herein to amounts of money are expressed in lawful money of Canada.

A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

Time shall be of the essence in every matter or action contemplated hereunder. References to time are to Toronto time.

The word “including” means “including, without limiting the generality of the foregoing”.

ARTICLE 2

ARRANGEMENT AGREEMENT; EFFECTIVENESS

ARTICLE 3

THE ARRANGEMENT

ARTICLE 4

RIGHTS OF DISSENT

but in no case will the Company or the Purchaser be required to recognize such Persons as holding Company Shares on or after the Effective Date. For greater certainty, in no case shall the Company, the Purchaser or any other Person be required to recognize Dissenting Shareholders as Company Shareholders after the Effective Time, and the names of such Dissenting Shareholders shall be deleted from the central securities register of holders of Company Shares as of the Effective Time.

ARTICLE 5

DELIVERY OF CONSIDERATION

No dividend or other distribution declared or paid after the Effective Time with respect to Purchaser Shares shall be delivered to the holder of any certificate formerly representing Company Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1. Subject to applicable Law, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the Purchaser Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Purchaser Shares.

No fractional Purchaser Shares shall be issued to any Person pursuant to this Plan of Arrangement. The number of Purchaser Shares, to be issued to any Person pursuant to this Plan of Arrangement shall, without additional compensation, be rounded down to the nearest whole Purchaser Share.

All calculations and determinations made by the Purchaser, the Company or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.

ARTICLE 6

AMENDMENT

ARTICLE 7

WITHHOLDING TAX

such number of Purchaser Shares delivered or deliverable to such Affected Person pursuant to this Plan of Arrangement as is necessary to produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Purchaser Shares shall be effected on a public market and as soon as practicable following the Effective Date. None of the Purchaser, the Company, the Depositary or the Broker will be liable for any loss arising out of any sale of such Purchaser Shares, including any loss relating to the manner or timing of such sales, the prices at which the Purchaser Shares are sold or otherwise.

ARTICLE 8

PARAMOUNTCY

ARTICLE 9

FURTHER ASSURANCES

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SCHEDULE B

ARRANGEMENT RESOLUTION

The text of the Arrangement Resolution which the Company Shareholders will be asked to pass at the Company Meeting is as follows:

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

except in the case of (c) above for such breaches, defaults, consents, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company.