Exhibit 10.6


 


INDEPENDENT
CONTRACTOR AGREEMENT


 


This Independent Contractor Agreement (this “Agreement”)
is entered into by and between Lisa Swartzman (the “Contractor”) and TerrAscend Corporation (the “Client”)
this 1st day of December 2019.


 


WHEREAS the Contractor is in the business
of strategy and professional consulting services;


 


AND WHEREAS the Client desires to retain
the Contractor to provide strategy, finance and other consulting services, upon the terms and conditions hereinafter set forth.


 


IN CONSIDERATION of the mutual covenants
and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties covenant and agree with each other as follows:


 


ARTICLE I – SERVICES


 


		I.1	The Contractor shall provide the services
                                            set forth in Schedule 1 (the “Services”) to the Client.



 


		I.2	The Client shall provide the Contractor with
                                            access to its premises and equipment to the extent necessary for the Contractor’s performance
                                            of the Services. The Contractor shall comply with all applicable Client policies and procedures
                                            relating to the Client’s business, including those related to occupational health and
                                            safety and to use of the Client’s facilities, supplies, information technology, equipment,
                                            networks and other resources.



 


		I.3	The Contractor shall remain in their Board
                                            of Directors role and this agreement shall remain mutually exclusive to the roles and responsibilities
                                            of the Board of Directors.



 


ARTICLE II – RELATIONSHIP


 


		II.1	The Contractor is an independent contractor
                                            and not an employee or dependent contractor of Client for any purpose, whether under statute,
                                            contract, at common law or otherwise. Nothing in this Agreement shall make the relationship
                                            between Client and the Contractor one of partnership, joint venture or employment.



 


		II.2	The Contractor agrees it is solely responsible
                                            to remit and/or deduct all statutory deductions and contributions at its own expense. The
                                            Contractor further agrees that if Client is called upon to make any such payments on the
                                            Contractor’s behalf that the Contractor will indemnify and forthwith reimburse Client
                                            for such amounts and penalties, if any.



 


		II.3	The Contractor has no authority to, and shall
                                            not, act as agent for or on behalf of Client or represent or bind it in any manner.



 


		II.4	The Contractor will not be entitled to any
                                            of the benefits afforded to Client’s employees.



 






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ARTICLE III – FEES, EXPENSES AND
STOCK OPTIONS


 


		III.1	In consideration of the provision of the
                                            Services by the Contractor, the Client shall pay the Contractor thirty three thousand three
                                            hundred and thirty three dollars and thirty three cents ($33,333.33) per month (plus applicable
                                            taxes) for the Term of this Agreement (the “Fees”) based on full time
                                            work, pro rata if less hours committed. The above noted fee compensates the Contractor for
                                            all hours worked.



 


		III.2	The Contractor shall be responsible for
                                            any expenses incurred by the Contractor in connection with the performance of the Services.
                                            The Client shall reimburse the Contractor for out-of-town travel expenses incurred expressly
                                            for Client specific travel requirements. In no event shall Client reimburse the Contractor
                                            for other expenses, unless pre-approved in writing by the Client.



 


		III.3	The Contractor shall issue an invoice to
                                            the Client at the end of each month of the Term for its Fees for Services for the previous
                                            month. The Client shall pay the Fees within 30 days after Client’s receipt of the Contractor’s
                                            invoice. All payments shall be in Canadian dollars and made by cheque.



 


		III.4	The Client shall be responsible for all
                                            sales, use and excise taxes, and any other similar taxes, duties and charges of any kind
                                            imposed by any federal, provincial or municipal governmental entity on any amounts payable
                                            by Client hereunder; provided that, in no event shall Client pay or be responsible for any
                                            taxes, statutory withholdings, deductions or remittances, imposed on or with respect to the
                                            Contractor’s income, revenues, gross receipts, or real or personal property.



 


		III.5	The Contractor shall have a Harmonized Sales
                                            Tax (HST) registration number and shall be responsible for deducting and remitting HST to
                                            the appropriate regulatory authorities.



 


Incentive Stock Options:
The Client will issue Contractor 500,000 stock options at the exercise price as determined by the rules and regulations
of the Canadian Securities Exchange or any other exchange that the Client is listed on, in accordance with the Client’s Stock Option
Plan. The issuance of Client stock options shall be subject to the terms and conditions of the Client’s Option Plan at the Client’s
sole discretion, as determined by the Board of Directors in accordance with the terms and conditions of these plans, as they may be amended
from time to time. Notwithstanding the above and the terms and conditions of the Client’s Stock Option Plan, if Client terminates
this Agreement for convenience pursuant to Section 5.3 prior to March 1st, 2020, all of the Contractor’s unvested
stock options will immediately expire. However, if Client does not terminate this Agreement for convenience before March 1st,
2020 and notwithstanding that the Contractor may no longer be providing Services after July 1st, 2020, the 500,000 stock
options issued to Contractor will vest annually over three years with the first tranche (166,666 stock options) to vest on December 1st,
2020, the second tranche (166,666 stock options) to vest on December 1st, 2021 and the third tranche (166,667 stock options)
to vest on December 1st, 2022.


 


Should the Company experience a change
of control which results in the transfer of all or substantially all of the assets or shares of the Company, the Contractor’s Options
shall vest immediately upon or prior to the closing of such change of control. The terms of the grant of Options shall be governed by
the Terrascend Corp. Stock Option Plan as it may be amended from time to time (the “Plan”). A copy of the current
Plan is attached hereto.


 



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ARTICLE IV – INDEMNITY


 


		IV.1	The Contractor shall defend, indemnify and
                                            hold harmless the Client and its officers, directors, employees, agents, successors and assigns
                                            from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest,
                                            awards, penalties, fines, costs or expenses of whatever kind, unless as a result of willful
                                            misconduct or gross negligence, arising out of or resulting from:



 


		(a)	bodily injury, death of any person, or
                                            damage to real or tangible personal property, resulting from the Contractor’s acts
                                            or omissions; and



 


		(b)	the Contractor’s breach of any representation,
                                            warranty or obligation under this Agreement.



 


ARTICLE V – TERM AND TERMINATION


 


		V.1	This Agreement shall commence on December 1st,
                                            2019 and shall continue for a period of seven (7) months until June 30th,
                                            2020 (the “Termination Date”), inclusive, unless earlier terminated in
                                            accordance with Section 5.2 below (the “Initial Term”). Client shall
                                            have the option to renew this Agreement for an additional period of up to twelve (12) months
                                            (the “Renewal Term”) by providing the Contractor with thirty (30) days’
                                            prior written notice before the expiry of the Initial Term. The Initial Term and the Renewal
                                            shall collectively be referred to in this Agreement as the “Term”.



 


		V.2	This Agreement may be terminated without notice
                                            by either party upon the fundamental breach of the Agreement resulting from, among other
                                            things, willful misconduct or gross negligence.



 


		V.3	Client or Contractor shall have the right
                                            to terminate this Agreement for convenience, without penalty, on thirty (30) days’
                                            prior written notice.



 


		V.4	Upon the expiration or the termination of
                                            this Agreement for any reason, or at any other time upon the Client’s written request,
                                            the Contractor shall promptly:



 


		(a)	deliver to the Client all tangible documents
                                            and materials (and any copies) containing, reflecting, incorporating or based on the Client’s
                                            Confidential Information;



 


		(b)	permanently erase all of the Client’s
                                            Confidential Information from the Contractor’s computer systems; and



 


		(c)	certify in writing to the Client that
                                            Contract has complied with the requirements of this clause.



 



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ARTICLE VI – CONFIDENTIAL INFORMATION


 


		VI.1	The Contractor acknowledges that in the course
                                            of providing the Services, the Contractor may create or have access to information that is
                                            treated as confidential and proprietary by the Client, including, without limitation, information
                                            pertaining to the Deliverables, in each case whether spoken, written, printed, electronic
                                            or in any other form or medium (collectively, the “Confidential Information”).
                                            Confidential Information shall not include any information that either: (a) was in the
                                            public domain at the time it was communicated to the Contractor; (b) entered the public
                                            domain subsequent to the time it was communicated to the Contractor, through no fault of
                                            the Contractor; or (c) was in the Contractor’s possession, free of any obligation
                                            of confidence, at the time it was communicated to the Contractor.



 


		VI.2	The Contractor acknowledges that unauthorized
                                            disclosure or use, whether intentional or unintentional, of any of the Confidential Information
                                            would be detrimental to the Client. Accordingly, Contractor shall:



 


		(a)	treat all Confidential Information as
                                            strictly confidential and only use the Confidential Information for the purpose of the Services;
                                            and



 


		(b)	not disclose any portion of the Confidential
                                            Information to any third party.



 


		VI.3	If the Contractor is compelled or required
                                            to disclose any Confidential Information under the terms of a valid and effective subpoena
                                            or order issued by a court of competent jurisdiction or by a governmental body, the Contractor
                                            agrees to:



 


		(a)	Immediately notify the Client of the existence,
                                            terms and circumstances surrounding such a request, so that it may seek an appropriate protective
                                            order and/or waive the Contractor’s compliance with the provisions of this Agreement;
                                            and



 


		(b)	Provided disclosure of such Confidential
                                            Information is required in the opinion of the Contractor’s counsel, to the extent possible,
                                            cooperate with the Client in obtaining reliable assurances that confidential treatment will
                                            be accorded to the disclosed Confidential Information.



 


		VI.4	The Contractor agrees that monetary damages
                                            would not be a sufficient remedy for any breach of this Agreement, and the Client shall be
                                            entitled to enforce this Agreement by injunctive and other available relief, including without
                                            limitation specific performance.



 


ARTICLE VII – INTELLECTUAL PROPERTY
MATTERS


 


		VII.1	The Client is and shall be the sole and
                                            exclusive owner of all right, title and interest throughout the world in and to all the results
                                            and proceeds of the Services performed under this Agreement, including but not limited to
                                            the deliverables set out in Schedule 1 (collectively, the “Deliverables”),
                                            including all patents, copyrights, trademarks, trade secrets and other intellectual property
                                            rights (collectively, “Intellectual Property Rights”) therein. The Contractor
                                            irrevocably assigns to the Client, all rights, title and interest throughout the world in
                                            and to the Deliverables, including all Intellectual Property Rights therein.



 






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		VII.2	The Contractor irrevocably and unconditionally
                                            waives all moral rights that the Contractor may now have or may have in the future relating
                                            to the Deliverables.



 


ARTICLE VIII – GENERAL


 


		VIII.1	The Contractor shall not transfer or assign
                                            this Agreement or any right, duty, or obligation, in whole or in part, arising hereunder
                                            to another person or entity.



 


		VIII.2	This Agreement shall be governed by and
                                            construed in accordance with the laws of the Province of Ontario and the federal laws of
                                            Canada applicable therein. Each party irrevocably submits to the exclusive jurisdiction and
                                            venue of the courts located in the Province of Ontario in any legal suit, action or proceeding
                                            arising out of or based upon this Agreement or the Services provided hereunder.



 


		VIII.3	All terms and conditions under Section 4,
                                            Section 5.3, Section 6 and Section 7 shall survive the termination of this
                                            Agreement whether the termination is initiated by the Contractor, by the Client, on a with
                                            or without cause basis, or by mutual agreement, or whether the termination is lawful or unlawful.



 


IN WITNESS WHEREOF, the parties have executed
this Agreement.


 


	 	Lisa Swartzman
	 	 
	 	 






		By:	/s/
                                            Lisa Swartzman



		Name:	Lisa Swartzman



		Date:	Jan. 23,
                                            2020



	 	GST/HST#: 81279 4683 RT0001
	 	 
	 	 






		TerrAscend Corporation
	 	 
	 	 






		By:	/s/
                                            Adam Kozak



		Name:	Adam Kozak



	 	Title:	CFO
		Date:	January 27,
                                            2020




 



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Schedule 1


 


Scope


 


		·	Assist in the day
                                            to day decision making and management of the Canadian operation.



 


		·	Build financial controls
                                            around all decision making, particularly inventory purchases aligned with a go to market
                                            strategy.



 


		·	Assess and execute
                                            a “right sizing” of operation to forecasted demand.



 


		·	Assist the organization
                                            on how to structure the financial treasurer and accounting roles for all the consolidated
                                            entities and parent and help streamline current processes.



 






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