TerrAscend Corp S-3, filed Apr 4, 2024

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TerrAscend Corp. (TSNDF)

S-3 2024-04-04

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Added on October 27, 2026

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ABOUT THIS PROSPECTUS			i
SUMMARY			1
RISK FACTORS			6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			9
USE OF PROCEEDS			10
DESCRIPTION OF SHARE CAPITAL			11
DESCRIPTION OF DEBT SECURITIES			15
DESCRIPTION OF WARRANTS			22
DESCRIPTION OF SUBSCRIPTION RECEIPTS			25
DESCRIPTION OF UNITS			28
MATERIAL DIFFERENCES BETWEEN THE BUSINESS CORPORATIONS ACT (ONTARIO) AND THE DELAWARE GENERAL CORPORATION LAW			29
LEGAL OWNERSHIP OF SECURITIES			39
PLAN OF DISTRIBUTION			43
TAXATION			45
ENFORCEABILITY OF CIVIL LIABILITIES			45
CONTRACTUAL RIGHTS AND STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION			45
LEGAL MATTERS			47
EXPERTS			47
WHERE YOU CAN FIND MORE INFORMATION			47
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			47


	Delaware	OBCA
*Number and Election of Directors*	Under the DGCL, the board of directors must consist of at least one director. The number of directors shall be fixed by the bylaws of the corporation, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall only be made by an amendment of the certificate of incorporation. Under the DGCL, directors are elected at annual stockholder meetings by plurality vote of the stockholders, unless a shareholder-adopted bylaw prescribes a different required vote.	Under the OBCA, the board of directors of a corporation whose securities are publicly traded must consist of at least three members. At least one third of the board of directors must not be officers or employees of the corporation or an affiliate of the corporation, so long as the corporation remains an “offering corporation” for purposes of the OBCA, which includes a corporation that is offering its securities to the public. Under the OBCA, the shareholders of a corporation elect directors by ordinary resolution at each annual meeting of shareholders at which such an election is required.

*Constitution and Residency of Directors*	The DGCL does not have residency requirements, but a corporation may prescribe qualifications for directors under its certificate of incorporation or bylaws.	The OBCA does not have director residency requirements.

*Removal of Directors*	Under the DGCL, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (i) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, stockholders may effect such removal only for cause, or (ii) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted	Under the OBCA, the shareholders of a corporation may by ordinary resolution at an annual or special meeting remove any director or directors from office. Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.


	Delaware	OBCA
	at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.

*Vacancies on the Board of* *Directors*	Under the DGCL, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (i) otherwise provided in the certificate of incorporation or bylaws of the corporation or (ii) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.	Under the OBCA, vacancies that exist on the board of directors may generally be filled by the board of directors if the remaining directors constitute a quorum. In the absence of a quorum, the remaining directors shall call a meeting of shareholders to fill the vacancy.

*Board of Director Quorum* *and Vote Requirements*	Under the DGCL, a majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate of incorporation or bylaws require a greater number. The bylaws may lower the number required for a quorum to one-third the number of directors, but no less. Under the DGCL, the board of directors may take action by the majority vote of the directors present at a meeting at which a quorum is present unless the certificate of incorporation or bylaws require a greater vote.	Under the OBCA, subject to the corporation’s articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors. Where a corporation has fewer than three directors, all directors must be present at any meeting of directors to constitute a quorum. Under the OBCA, subject to the corporation’s articles or by-laws, where there is a vacancy or vacancies in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office.

*Transactions with Directors* *and Officers*	The DGCL generally provides that no transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which	Under the OBCA, a director or officer of a corporation who (i) is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (ii) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, shall disclose in writing to the corporation or request to have


	Delaware	OBCA
	authorizes the transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if (i) the material facts as to the director’s or officer’s interest and as to the transaction are known to the board of directors or the committee, and the board or committee in good faith authorizes the transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum (ii) the material facts as to the director’s or officer’s interest and as to the transaction are disclosed or are known to the stockholders entitled to vote thereon, and the transaction is specifically approved in good faith by vote of the stockholders; or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.	entered in the minutes of meetings of directors the nature and extent of his or her interest. In addition, such a director shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is (i) one relating primarily to his or her remuneration as a director of the corporation or an affiliate; (ii) one for indemnity or insurance; or (iii) one with an affiliate.

*Limitation on Liability of* *Directors*	Under the DGCL, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: • breach of the director’s duty of loyalty to the corporation or its stockholders; • acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; • intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or • for any transaction from which the director derived an improper personal benefit.	The OBCA does not permit the limitation of a director’s liability as the DGCL does.


	Delaware	OBCA
		individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done. The corporation may also, with the approval of a court, indemnify an individual referred to above or advance moneys to such individual in respect of an action by or on behalf of the corporation or other entity to obtain a judgement in its favor, to which the individual is made a party because of the individual’s association with the corporation or other entity, if the individual fulfils the conditions in (i) above.

*Call and Notice of* *Stockholder Meetings*	Under the DGCL, an annual or special stockholder meeting is held on such date, at such time and at such place as may be designated by the board of directors or any other person authorized to call such meeting under the corporation’s certificate of incorporation or bylaws. If an annual meeting for election of directors is not held on the date designated or an action by written consent to elect directors in lieu of an annual meeting has not been taken within 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the later of the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.	Under the OBCA, the directors of a corporation are required to call an annual meeting of shareholders no later than 15 months after holding the last preceding annual meeting. Under the OBCA, the directors of a corporation may call a special meeting at any time. In addition, the OBCA provides that holders of not less than 5% of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders.

*Stockholder Action by* *Written Consent*	Under the DGCL, a majority of the stockholders of a corporation may act by written consent without a meeting unless such action is prohibited by the corporation’s certificate of incorporation.	Under the OBCA, subject to certain exceptions, a resolution in writing signed by all the shareholders or their attorney authorized in writing entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders. In addition, a resolution


	Delaware	OBCA
		in writing dealing with all matters required by the OBCA to be dealt with at a meeting of shareholders, and signed by all the shareholders or their attorney authorized in writing entitled to vote at that meeting, satisfies all the requirements of the OBCA relating to that meeting of shareholders.

*Stockholder Nominations* *and Proposals*	Not applicable.	Under the OBCA, a registered holder of shares entitled to vote or a beneficial owner of shares that are entitled to be voted at a meeting of shareholders may (i) submit to the corporation notice of a proposal; and (ii) discuss at the meeting any matter in respect of which the registered holder or beneficial owner would have been entitled to submit a proposal. A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.

*Stockholder Quorum and* *Vote Requirements*	Under the DGCL, quorum for a stock corporation is a majority of the shares entitled to vote at the meeting unless the certificate of incorporation or bylaws specify a different quorum, but in no event may a quorum be less than one-third of the shares entitled to vote. Unless the DGCL, certificate of incorporation or bylaws provide for a greater vote, generally the required vote under the DGCL is a majority of the shares present in person or represented by proxy, except for the election of directors which requires a plurality of the votes cast.	Under the OBCA, unless the by-laws of a corporation provide otherwise, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. The Company’s by-laws provide that the holders of shares representing, in the aggregate, 5% of the shares entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, will constitute a quorum at that meeting.

*Amendment of Certificate* *of Incorporation*	Generally, under the DGCL, the affirmative vote of the holders of a majority of the outstanding stock entitled to vote is required to approve a	Under the OBCA, amendments to the articles of incorporation generally require the approval of not less than two-thirds of the votes cast by


	Delaware	OBCA
	proposed amendment to the certificate of incorporation, following the adoption of the amendment by the board of directors of the corporation, provided that the certificate of incorporation may provide for a greater vote. Under the DGCL, holders of outstanding shares of a class or series are entitled to vote separately on an amendment to the certificate of incorporation if the amendment would have certain consequences, including changes that adversely affect the rights and preferences of such class or series.	shareholders entitled to vote on the special resolution. In certain cases, holders of a class or series of shares are entitled to vote separately on the resolution.

*Amendment of Bylaws*	Under the DGCL, after a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be vested in the stockholders entitled to vote; provided, however, that any corporation may, in its certificate of incorporation, provide that bylaws may be adopted, amended or repealed by the board of directors. The fact that such power has been conferred upon the board of directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal the bylaws.	Under the OBCA, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of a corporation. The by-law, amendment or repeal is generally effective immediately; however, the directors must submit the by-law, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the by-law, amendment or repeal.

*Votes on Mergers,* *Consolidations and Sales of* *Assets*	The DGCL provides that, unless otherwise provided in the certificate of incorporation or bylaws, the adoption of a merger agreement requires the approval of a majority of the outstanding stock of the corporation entitled to vote thereon.	Under the OBCA, certain extraordinary corporate actions including: amalgamations; arrangements; continuances; sales, leases or exchanges of all or substantially all of the property of a corporation; liquidations and dissolutions are required to be approved by special resolution. A “special resolution” is a resolution (i) submitted to a special meeting of the shareholders of a corporation duly called for the purpose of considering the resolution and passed at the meeting by at least two-thirds of the votes cast; or (ii) consented to in writing by each shareholder of the corporation entitled to vote on the resolution.


	Delaware	OBCA
*Dissenter’s Rights of* *Appraisal*	Under the DGCL, a stockholder of a Delaware corporation generally has the right to dissent flume, merger or consolidation in which the Delaware corporation is participating, subject to specified procedural requirements, including that such dissenting stockholder does not vote in favor of the merger or consolidation. However, the DGCL does not confer appraisal rights, in certain circumstances, including if the dissenting stockholder owns shares traded on a national securities exchange and will receive publicly traded shares in the merger or consolidation. Under the DGCL, a stockholder asserting appraisal rights does not receive any payment for his or her shares until the court determines the fair value or the parties otherwise agree to a value. The costs of the proceeding may be determined by the court and assessed against the parties as the court deems equitable under the circumstances.	Under the OBCA, each of the following matters listed will entitle shareholders to exercise rights of dissent and to be paid the fair value of their shares: (i) any amalgamation with another corporation (other than with certain affiliated corporations); (ii) an amendment to the corporation’s articles to add, change or remove any provisions restricting the issue, transfer or ownership of a class or series of shares; (iii) an amendment to the corporation’s articles to add, change or remove any restriction upon the business or businesses that the corporation may carry on or the powers that the corporation may exercise; (iv) a continuance under the laws of another jurisdiction; (v) a sale, lease or exchange of all or substantially all the property of the corporation other than in the ordinary course of business; and (vi) where a court order permits a shareholder to dissent in connection with an application to the court for an order approving an arrangement. However, a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy. The OBCA provides these dissent rights for both listed and unlisted shares.

*Oppression Remedy*	The DGCL does not provide for a similar remedy.	Under the OBCA, a shareholder may, in addition to exercising dissent rights, seek an oppression remedy for any act or omission of a corporation which is oppressive or unfairly prejudicial to or that unfairly disregards a shareholder’s interests. The OBCA’s oppression remedy enables a court to make an order to rectify the matters complained of if the court is satisfied upon application by a complainant (as defined herein) that in respect of a corporation or any of its affiliates, (i) any act or omission of the corporation or any of its affiliates effects or threatens to effect a result;


	Delaware	OBCA
		(ii) the business or affairs of the corporation or any of its affiliates are, have been or are threatened to be carried on or conducted in a manner; or (iii) the powers of the directors of the corporation or any of its affiliates are, have been or are threatened to be exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any securityholder, creditor, director or officer of the corporation. The oppression remedy provides the court with broad and flexible jurisdiction to make any order it thinks fit including but not limited to: amending the articles of a corporation, issuing or exchanging securities, setting aside transactions, and appointing or replacing directors.

*Shareholder Derivative* *Actions*	Under the DGCL, stockholders may bring derivative actions on behalf of, and for the benefit of the corporation. The plaintiff in a derivative action on behalf of the corporation either must be or have been a stockholder of the corporation at the time of the transaction or must be a stockholder who became a stockholder by operation of law in the transaction regarding which the stockholder complains. A stockholder may not sue derivatively on behalf of the corporation unless the stockholder first makes demand on the corporation that it bring suit and the demand is refused, unless it is shown that making the demand would have been a futile act.	Under the OBCA, a “complainant”, which includes a current or former shareholder (including a beneficial shareholder), director or officer of a corporation or its affiliates (or former director or officer of the corporation or its affiliates) and any other person who, in the discretion of the court, is an appropriate person, may make an application to court to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate (a derivative action). No derivative action may be brought unless notice of the application has been given to the directors of the corporation or its subsidiary not less than 14 days before bringing the application and the court is satisfied that (i) the directors of the corporation or the subsidiary will not bring, diligently prosecute or defend or discontinue the action; (ii) the complainant is acting in good faith; and


	Delaware	OBCA
		(iii) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. A complainant is not required to provide the notice referred to above if all of the directors of the corporation or its subsidiary are defendants in the action. In connection with a derivative action, the court may make any order it thinks fit, including an order requiring the corporation or its subsidiary to pay reasonable legal fees and any other costs reasonably incurred by the complainant in connection with the action.

*Anti-Takeover and Ownership Provisions*	Unless an issuer opts out of the provisions of Section 203 of the DGCL, Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with a holder of 15% or more of the corporation’s voting stock (as defined in Section 203), referred to as an interested stockholder, for a period of three years after the date of the transaction in which the interested stockholder became an interested stockholder, except as otherwise provided in Section 203. For these purposes, the term “business combination” includes mergers, assets sales and other similar transactions with an interested stockholder.	The OBCA does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill” provisions, which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares. However, unlike Delaware law, pursuant to applicable Canadian securities laws, Canadian securities regulators have frequently ceased traded shareholder rights plans in the face of a take-over bid.


SEC registration fee	$	29,520
FINRA filing fee		*
Accounting fees and expenses		*
Legal fees and expenses		*
Transfer agent fees and expenses		*
Trustee fees and expenses		*
Printing and miscellaneous expenses		*

Total	$	*


TERRASCEND CORP.

By:		/s/ Ziad Ghanem
Name:		Ziad Ghanem
Title:		President and Chief Executive Officer


Signature	Title	Date

/s/ Ziad Ghanem Ziad Ghanem	President and Chief Executive Officer (Principal Executive Officer)	April 4, 2024

/s/ Keith Stauffer Keith Stauffer	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 4, 202

/s/ Jason Wild Jason Wild	Director	April 4, 202

/s/ Ira Duarte Ira Duarte	Director	April 4, 202

/s/ Craig Collard Craig Collard	Director	April 4, 202

/s/ Ed Schutter Ed Schutter	Director	April 4, 202

/s/ Kara DioGuardi Kara DioGuardi	Director	April 4, 202


TERRASCEND USA, INC.

By:		/s/ Keith Stauffer
Name:		Keith Stauffer
Title:		Chief Financial Officer


		Page
ARTICLE 1	DEFINITIONS		1

Section 1.01 Definitions of Terms			1

ARTICLE 2	ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES		4

Section 2.01 Designation and Terms of Securities			4

Section 2.02 Form of Securities and Trustee’s Certificate			6

Section 2.03 Denominations: Provisions for Payment			7

Section 2.04 Execution and Authentications			8

Section 2.05 Registration of Transfer and Exchange			8

Section 2.06 Temporary Securities			9

Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities			9

Section 2.08 Cancellation			10

Section 2.09 Benefits of Indenture			10

Section 2.10 Authenticating Agent			10

Section 2.11 Global Securities			11

Section 2.12 CUSIP Numbers			11

ARTICLE 3	REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS		12

Section 3.01 Redemption			12

Section 3.02 Notice of Redemption			12

Section 3.03 Payment Upon Redemption			13

Section 3.04 Sinking Fund			13

Section 3.05 Satisfaction of Sinking Fund Payments with Securities			13

Section 3.06 Redemption of Securities for Sinking Fund			13

ARTICLE 4	COVENANTS		14

Section 4.01 Payment of Principal, Premium and Interest			14

Section 4.02 Maintenance of Office or Agency			14

Section 4.03 Paying Agents			14

Section 4.04 Appointment to Fill Vacancy in Office of Trustee			15

ARTICLE 5	SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		15

Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders			15

Section 5.02 Preservation Of Information; Communications With Securityholders			15

Section 5.03 Reports by the Company			16

Section 5.04 Reports by the Trustee			16


		Page
ARTICLE 6	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		16

Section 6.01 Events of Default			16

Section 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee			18

Section 6.03 Application of Moneys Collected			19

Section 6.04 Limitation on Suits			19

Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver			20

Section 6.06 Control by Securityholders			20

Section 6.07 Undertaking to Pay Costs			20

ARTICLE 7	CONCERNING THE TRUSTEE		21

Section 7.01 Certain Duties and Responsibilities of Trustee			21

Section 7.02 Certain Rights of Trustee			22

Section 7.03 Trustee Not Responsible for Recitals or Issuance or Securities			23

Section 7.04 May Hold Securities			23

Section 7.05 Moneys Held in Trust			23

Section 7.06 Compensation and Reimbursement			24

Section 7.07 Reliance on Officer’s Certificate			24

Section 7.08 Disqualification; Conflicting Interests			24

Section 7.09 Corporate Trustee Required; Eligibility			24

Section 7.10 Resignation and Removal; Appointment of Successor			25

Section 7.11 Acceptance of Appointment by Successor			26

Section 7.12 Merger, Amalgamation, Conversion, Consolidation or Succession to Business			27

Section 7.13 Preferential Collection of Claims Against the Company			27

Section 7.14 Notice of Default			27

ARTICLE 8	CONCERNING THE SECURITYHOLDERS		27

Section 8.01 Evidence of Action by Securityholders			27

Section 8.02 Proof of Execution by Securityholders			28

Section 8.03 Who May be Deemed Owners			28

Section 8.04 Certain Securities Owned by Company Disregarded			28

Section 8.05 Actions Binding on Future Securityholders			28

ARTICLE 9	SUPPLEMENTAL INDENTURES		29

Section 9.01 Supplemental Indentures Without the Consent of Securityholders			29

Section 9.02 Supplemental Indentures With Consent of Securityholders			30

Section 9.03 Effect of Supplemental Indentures			30

Section 9.04 Securities Affected by Supplemental Indentures			30


		Page
Section 9.05 Execution of Supplemental Indentures			30

ARTICLE 10	SUCCESSOR ENTITY		31

Section 10.01 Company May Consolidate, Etc			31

Section 10.02 Successor Entity Substituted			31

ARTICLE 11	SATISFACTION AND DISCHARGE		31

Section 11.01 Satisfaction and Discharge of Indenture			31

Section 11.02 Discharge of Obligations			32

Section 11.03 Deposited Moneys to be Held in Trust			32

Section 11.04 Payment of Moneys Held by Paying Agents			32

Section 11.05 Repayment to Company			32

ARTICLE 12	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND		33

Section 12.01 No Recourse			33

ARTICLE 13	MISCELLANEOUS PROVISIONS		33

Section 13.01 Effect on Successors and Assigns			33

Section 13.02 Actions by Successor			33

Section 13.03 Surrender of Company Powers			33

Section 13.04 Notices			33

Section 13.05 Governing Law; Jury Trial Waiver			34

Section 13.06 Treatment of Securities as Debt			34

Section 13.07 Certificates and Opinions as to Conditions Precedent			34

Section 13.08 Payments on Business Days			34

Section 13.09 Conflict with Trust Indenture Act			34

Section 13.10 Counterparts			35

Section 13.11 Separability			35

Section 13.12 Compliance Certificates			35

Section 13.13 Force Majeure			35

Section 13.14 Table of Contents; Headings			35


Section of Trust Indenture Act of 1939, as Amended		Section of Indenture
310(a)		7.09
310(b)		7.08
		7.10
310(c)		Inapplicable
311(a)		7.13
311(b)		7.13
311(c)		Inapplicable
312(a)		5.01
		5.02(a)
312(b)		5.02(c)
312(c)		5.02(c)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(a)
		5.04(b)
313(d)		5.04(c)
314(a)		5.03
		13.12
314(b)		Inapplicable
314(c)		13.07(a)
314(d)		Inapplicable
314(e)		13.07(b)
314(f)		Inapplicable
315(a)		7.01(a)
		7.01(b)
315(b)		7.14
315(c)		7.01
315(d)		7.01(b)
315(e)		6.07
316(a)		6.06
		8.04
316(b)		6.04
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		13.09


COUNTERSIGNED
[•], as Warrant Agent

By:
Name:
Title:
ATTEST:


(Please print name and address including zip code)		Please print Social Security or other identifying number


COUNTERSIGNED [•], as Warrant Agent

By:
Name:
Title:
ATTEST:


TERRASCEND CORP., as Company

By:
Name:
Title:
ATTEST:

COUNTERSIGNED
[•], as Warrant Agent

By:
Name:
Title:
ATTEST:


TERRASCEND CORP., as Company

By:
Name:
Title:
ATTEST:

COUNTERSIGNED [•], as Warrant Agent

By:
Name:
Title:
ATTEST:


Dated:	Name:
		Please Print

Address:


(Insert Social Security or Other Identifying Number of Holder)