TerrAscend — Proxy Solicitation & Information Statement 2023

May 2, 2023

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Form of Proxy – Annual and Special Meeting to be held on June 22, 2023

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Trader’s Bank Building 702, 67 Yonge St. Toronto, ON M5E 1J8

Appointment of Proxyholder

I/We being the undersigned holder(s) of Voting Shares (as defined below) hereby appoint Ari Unterman, Associate General Counsel (the “ Management Nominee ”) OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the annual and special meeting of the holders (each a “ Holder ”) of Common Shares of TerrAscend (the “ Voting Shares ”) to be held virtually at https://web.lumiagm.com/239473997 on June 22, 2023, at 1:00pm (Eastern Time) or at any adjournment or postponement thereof (the “ Meeting ”).

This form of proxy is to be read in conjunction with TerrAscend’s notice of meeting and management information circular dated May 2, 2023 (the “ Circular ”). Capitalized terms used but not defined in this form of proxy shall have the meanings given to them in the Circular.

**1. **	Election of Directors. For Withhold For Withhold	For	Withhold
	a. Craig Collard b. Kara DioGuardi c. Ira Duarte
	d. Edward Schutter e. Jason Wild
**2. **	Appointment of Auditors.To ratify the appointment of MNP LLP by the audit committee as our independent public accounting firm for the fiscal For		Withhold
	year ended December 31, 2023.
**3. **	Special Resolution.To consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution, the text of which is set For		Against
	forth in the accompanying Circular, to approve certain amendments to the stock option plan of TerrAscend Corp., including all unallocated stock
	options issuable thereunder, as further described in the Circular.
**4. **	Special Resolution.To consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution, the text of which is set For		Against
	forth in the Circular, to approve certain amendments to the share unit plan of TerrAscend Corp., including all unallocated awards issuable
	thereunder, as further described in the Circular.;
**5. **	Special Resolution.To consider and, if deemed advisable, to pass a special resolution, the text of which is set forth in the Circular, authorizing For		Against
	TerrAscend Growth Corp. (formerly known as Gage Growth Corp.), a wholly-owned subsidiary of the Corporation, to issue and sell on a private
	placement basis common shares of TerrAscend Growth Corp. for aggregate gross proceeds of US$1,000,000, as further described in the
	Circular, which shall be deemed, for the purposes of Section 184(3) of the Business Corporations Act (Ontario), Canada, to be a sale of all or
	substantially all of the assets of TerrAscend Corp.

substantially all of the assets of TerrAscend Corp.
Authorized Signature(s) – This section must be completed for your	Signature(s):	Date
instructions to be executed.
I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby			/ /
revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above,this Proxy will be voted as recommended by Management.			MM / DD / YY

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 1:00pm, Eastern Time, on June 20, 2023.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is received by the transfer agent.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

8. This proxy should be read in conjunction with the meeting materials provided and filed by Management, including the Circular.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

To Virtually Attend the Meeting:

Shareholder Address and Control Number Here

You can attend the meeting virtually by visiting https://web.lumiagm.com/239473997 and entering the meeting ID 239473997. For further information on the virtual AGM and how to attend it, please view the management information circular of the company for the fiscal year 2023. The password to join the meeting is “terrascend2023” (case-sensitive).

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.