Exhibit 10.12


 


TERRASCEND


 


WITHOUT PREJUDICE


 


March 6, 2020


 


BY EMAIL


 


Michael Nashat


 


Dear Michael:


 


This is further to my letter to you dated January 21,
2020 confirming your employment with TerrAscend Corp. (the “Company”) ceased effective January 23, 2020 (the “Termination
Date”). The January 21, 2020 letter confirmed that, notwithstanding such termination of employment, you will continue to
serve as a Director on the Company’s Board.


 


The purpose of this letter is to set out the final
settlement terms with respect to the termination of your employment.


 


Subject to you executing this letter and the attached
Release and Indemnity, the Company will:


 


		(a)	provide you with six (6) months of salary continuance based on your base salary, less deductions
required by law;



 


		(b)	continue to make its premium contributions on your behalf so as to provide for your participation in the
Company’ s group benefit plans for the amount of time that you are receiving salary continuance as stated above in paragraph (a);
and



 


		(c)	pay to you any wages and accrued vacation pay, if any, as of the Termination Date (collectively, the “Offer”).



 


This Offer is inclusive of your entitlements under
Ontario’s Employment Standards Act, 2000 and your contractual entitlements set out in your employment agreement dated as
of May 1, 2018 (the “Employment Agreement”).


 


Please note that pursuant to the terms of the
Company’s Employee Stock Option Plan, as a Director of the Company you will remain a Reporting Insider and your stock options shall
continue to be governed as per the Company’ s Employee Stock Option Plan and Insider Trading Policy, as amended from time to time.


 


On the Termination Date, you are required to return
any Company property in your possession, including but not limited to any software, passcards, keys and electronic devices. Under no condition
are you to reproduce and/or retain a copy of any Company property, unless you are doing so in your capacity as a Director of the Company.


 


We also take the opportunity to remind you of
your ongoing confidentiality, non-competition and non-solicitation obligations set out in the Employment Agreement. These obligations
continue notwithstanding the termination of your employment.


 






     


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Additionally, you agree: (i) not to sell
any of your shares until June 30, 2020 (the “First Period”); and (ii) not to sell more than 10% in any calendar
month of the Monthly Trading Volume (as defined below) for the following 12 months (the “Second Period”). “Monthly Trading
Volume” means, for any given calendar month, the average monthly trading volume of the previous twelve months. You also agree to
reasonably cooperate with the Company and their attorneys or other legal representatives in connection with any claim, charge, litigation
, arbitration, or other judicial or administrative proceeding that is now pending or may hereinafter be brought by or against the Company,
including appearing at depositions, hearings, trials, and other proceedings without the necessity of a subpoena or other legal process,
in order to state truthfully your knowledge of the matters at issue. The Company shall reimburse your reasonable expenses in connection
with your cooperation in any such matter. You will be permitted to do a cashless exercise of your 350,000 stock options in the Company
beginning on the first business day following the current blackout period provided that a trading window exists and there is not another
applicable blackout period in effect. You will be responsible for all required remittance and tax payments to the Canada Revenue Agency
that are related to the exercise of the stock options.


 


If you have any questions regarding the above
or any matter, please speak to me.


 


Yours truly,


 


/s/ Jason Ackerman


 


Jason Ackerman

Executive Chairman


 


I acknowledge receipt of a copy of this letter and accept the terms
as outlined above.


 


	Date:	/s/
    Michael Nashat
	 	Michael Nashat



 









     


     


    

 


TERRASCEND


 


RELEASE
AND INDEMNITY


 


IN CONSIDERATION of the terms and conditions
of settlement set out in the letter from Jason Ackerman to Michael Nashat dated March 6, 2020 (the “Settlement”)and other
good and valuable consideration, the receipt and sufficiency of which is acknowledged, I, Michal Nashat, on behalf of myself, my
heirs, successors, administrators and assigns (collectively referred to as the “Releasor”) release and forever discharge
TerrAscend Corporation, along with any parent, subsidiary, affiliated and associated person or entity, and together with all respective
officers, directors, employees, servants and agents and their successors , administrators and assigns (collectively referred to as the
 “Releasee”), jointly and severally from any claim I may now have, or may hereinafter have, whether known or unknown
at the time of signing this Release and Indemnity , in any way relating to my engagement, hiring, or employment by, or the cessation of
my engagement or employment with, the Releasee. For purposes of clarity , this includes , but is not limited to, any claim, demand , action
, cause of action, contract, covenant, whether express or implied for, or related to group insurance benefits (including disability bene
fits, loss of benefits, or failure to provide benefits) bonus payment(s), vacation pay, notice of termination or pay in lieu, severance
pay, indemnity , costs, interest , and/or loss or injury of every nature and kind whatsoever and howsoever arising, whether statutory
or otherwise and specifically including, but not limited to, any claim under each of the Ontario Employment Standards Act, Human Rights
Code, Labour Relations Act, Pay Equity Act and the Occupational Health and Safety Act, and any successor legislation.


 


AND FOR THE SAID CONSIDERATION, I
hereby confirm I have considered whether I may have, and confirm I do not have an existing, planned or possible claim against the Releasee
pursuant to the Ontario Human Rights Code, and I seek no right or remedy in respect of any such claim.


 


AND FOR THE SAID CONSIDERATION, I
further acknowledge, covenant and warrant I have not filed with any court, tribunal, commission or agency, etc., including,
but not limited to, the Employment Standards Branch of the Ministry of Labour, Ontario Labour Relations Board, Human Rights Tribunal of
Ontario or Pay Equity Commission of Ontario, any claim, complaint or application, and if such a claim, complaint or application has been
filed, this Release and Indemnity , entered into freely and without duress, constitutes a full and final bar and/or answer to such claim,
complaint or application. For clarity, I agree that, as a condition of the Settlement, I will take all necessary steps to ensure
the withdrawal or dismissal of such claim, complaint or application.


 


AND FOR THE SAID CONSIDERATION, I
further acknowledge, covenant and agree that in the event I should hereafter make any claim, complaint, application or demand or take
any action or proceeding against the Releasee in connection with any matter covered by this Release and Indemnity , or threaten to do
so, this document may be raised as an estoppel and complete bar to any such claim, complaint, demand , action or proceeding, and I will
be liable to the Releasee for its costs and expenses, including reasonable legal fees, incurred in responding thereto.


 


AND FOR THE SAID CONSIDERATION, I
further acknowledge, covenant and agree I shall not make any claim, demand, complaint, or commence any action or proceeding in connection
with any matter covered by this Release and Indemnity against any other person who might claim contribution or indemnity from the Releasee
by virtue of the said claim or proceeding. I agree that if any such claim, demand, action or proceeding is made by me or on my behalf,
the Releasee may raise this document as an estoppel and complete bar to any such claim, demand, complaint or proceeding, and I will be
liable to the Releasee for its costs and expenses, including reasonable legal fees, incurred in responding thereto.


 






     


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AND FOR THE SAID CONSIDERATION, I
further acknowledge, covenant and agree to save harmless and indemnify the Releasee from and against all claim, charge, tax, penalty or
demand which may be made by the Canada Revenue Agency requiring the Releasee to pay income tax, a charge, a tax, or a penalty under any
law including , but not limited to, the Income Tax Act (Canada), in respect of amount paid to me, in excess of income tax withheld, and
in respect of any claim, charge, tax or penalty and demand which may be made on behalf of or related to the Employment Insurance Commission
and Canada Pension Commission or any other government agency or commission under the applicable statutes and regulations with respect
to any amounts which may in the future be found to be payable by the Releasee in respect of the Releasor.


 


AND FOR THE SAID CONSIDERATION, I
further acknowledge, covenant and agree that during my engagement or employment I acquired business, operational, financial, technical
and other information, which is confidential and proprietary in nature, belonging to the Releasee, its clients or customers and employees
(the “Confidential Information”). I expressly acknowledge the release of any Confidential Information would constitute a significant
detriment to the Releasee, and confirm I shall continue to hold all Confidential Information confidential following the cessation of my
engagement or employment with the Releasee and I shall not use or disclose any Confidential Information in any manner without the express,
prior, written permission of the Releasee.


 


AND FOR THE SAID CONSIDERATION, I
further acknowledge, covenant and agree that I will at all times refrain from making any disparaging, critical or other negative comments,
written or oral (including through social media communications), true or not, respecting the Releasee, its operations or business, or
its current or former employees, officers or directors.


 


I AGREE AND ACKNOWLEDGE the consideration
provided by the Releasee herein is not deemed to be an admission of liability on the part of the Releasee.


 


I AGREE AND ACKNOWLEDGE in the event any
provision of this Release and Indemnity is deemed void, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions
shall remain in full force and effect.


 


I ACKNOWLEDGE AND CONFIRM I have been afforded
sufficient opportunity to obtain independent legal advice with respect to the details of the Settlement and this Release and Indemnity.
I further confirm I have read this Release and Indemnity, understand it, and am executing it voluntarily and without duress having been
afforded the opportunity to obtain legal advice and having either received such advice or chosen not to do so.


 






     


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IN WITNESS WHEREOF, the Releasor has duly executed
this Release and Indemnity this _____ day of _______________ 2020, in the presence of the witness whose signature is subscribed below.


 


	 	 	 
	Witness	 	Michael Nashat