APHRIA INC. AND GLAS TRUST COMPANY LLC, as Trustee INDENTURE Dated as of April 23, 2019 5.25% Convertible Senior Notes due 2024Indenture • May 4th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
INDENTURE dated as of April 23, 2019 between APHRIA INC., a corporation existing under the Ontario Business Corporations Act, as issuer (the “Company,” as more fully set forth in Section 1.01) and GLAS TRUST COMPANY LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
TILRAY, INC. AND , AS WARRANT AGENT FORM OF CLASS 2 COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • October 7th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
THIS CLASS 2 COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
TILRAY, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • October 7th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
•] Shares TILRAY, INC. Class 2 Common Stock, par value U.S.$0.0001 per shareUnderwriting Agreement • July 17th, 2018 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
TILRAY, INC. US$400,000,000 SALES AGREEMENTSales Agreement • September 10th, 2019 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
TILRAY, INC. INDEMNITY AGREEMENTIndemnity Agreement • August 10th, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
This Indemnity Agreement (this “Agreement”) dated as of _________________, 2020, is made by and between Tilray, Inc., a Delaware corporation (the “Company”), and ______________________________________ (“Indemnitee”).
TILRAY, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • September 11th, 2019 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
CREDIT AGREEMENT dated as of June 30, 2023 among FOUR TWENTY CORPORATION, as the Borrower, and CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and...Credit Agreement • June 30th, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
COMMON SHARE PURCHASE WARRANT INDENTURETilray, Inc. • July 28th, 2021 • Medicinal chemicals & botanical products • Ontario
valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
CREDIT AGREEMENTCredit Agreement • September 1st, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
This CREDIT AGREEMENT is entered into as of June 30, 2023, among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
TILRAY, INC. AND GLAS TRUST COMPANY LLC, as Trustee INDENTURE Dated as of October 10, 2018 5.00% Convertible Senior Notes due 2023Tilray, Inc. • October 10th, 2018 • Medicinal chemicals & botanical products • New York
INDENTURE dated as of October 10, 2018 between TILRAY, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and GLAS TRUST COMPANY LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Form of Exchange AgreementExchange Agreement • November 24th, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
This Exchange Agreement and the Terms and Conditions for Exchange of Securities, attached hereto as Exhibit A (the “Terms and Conditions” and, together with this Exchange Agreement, the “Agreement”), is made as of the date hereof between Tilray, Inc. (the “Company”) and the Investor (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 28th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement') is effective as of the 26th day of July, 2021 (the “Effective Date”) by and between Tilray, Inc., a Delaware corporation (the "Company") and Mitchell Gendel (the "Executive").
VOTING SUPPORT AGREEMENTVoting Support Agreement • December 21st, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
THIS VOTING SUPPORT AGREEMENT (“Agreement”) is dated as of December 15, 2020, by and between Aphria Inc., a corporation existing under the laws of the Province of Ontario, (“Aphria”) and each of the shareholders listed on Exhibit A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).
ContractBoard Services Agreement • July 9th, 2018 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
THIS BOARD SERVICES AGREEMENT (the “Agreement”) is made by and between TILRAY, INC., a Delaware company (“Tilray” or “Company”) and REBKAH SAMUEL, AKA REBEKAH DOPP (“Director”), as of June 1, 2018.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF TILRAY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONTilray, Inc. • May 6th, 2021 • Medicinal chemicals & botanical products
THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023.Supplemental Warrant Indenture • June 22nd, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products
ARRANGEMENT AGREEMENT AMENDMENTArrangement Agreement • June 2nd, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products
AMENDED AND RESTATED ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 14th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Delaware
This Amended and Restated Assignment and Assumption Agreement, dated as of June 14, 2022 (this “Agreement”), is made by and among HT INVESTMENTS MA LLC, a Delaware limited liability company (the “Seller”), and TILRAY BRANDS, INC., a Delaware corporation (the “Purchaser”), and HEXO Corp., an Ontario corporation (the “Borrower”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 9th, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Ontario
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 1, 2022, by and between Tilray Brands, Inc., a Delaware corporation (“Assignee”), and Double Diamond Holdings Ltd., an Ontario corporation (“Assignor”).
ContractOn Agreement • January 28th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
On AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of January 27, 2022, by and among TILRAY BRANDS, INC. (f/k/a TILRAY, INC. (f/k/a APHRIA INC.)), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office 655 Madison Avenue, 19th Floor, New York, New York, 10065 (the “Company”), COMPUTERSHARE TRUST COMPANY, N.A., a national association duly organized and existing under the laws of the United States, having a corporate trust office at 6200 South Quebec Street, Greenwood Village, Colorado 80111 (“Successor Trustee”), and GLAS TRUST COMPANY LLC, a limited liability company duly organized and existing under the laws of the State of New Hampshire, having a corporate trust office at 3 Second Street, Suite 206, Jersey City, New Jersey 07311 (“Resigning Trustee”).
TILRAY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2018 • Tilray, Inc. • Medicinal chemicals & botanical products • Washington
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on May 30, 2018, and effective as of the day of the Company’s initial public offering (the “Effective Date”) entered by and between Tilray, Inc. (the “Company” or “Tilray”, and Mark Castaneda (“Executive”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 7th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
This Assignment and Assumption Agreement, dated as of August 17, 2021 (this “Agreement”), is made by and among PARALLAX MASTER FUND, L.P., a Cayman Islands limited partnership (the “Seller”), and SUPERHERO ACQUISITION L.P., a Delaware limited partnership (the “Purchaser”), and acknowledged and agreed by Tilray, Inc., a Delaware corporation (“Tilray”).
ARRANGEMENT AGREEMENT BETWEEN TILRAY, INC. AND APHRIA INC. DECEMBER 15, 2020Arrangement Agreement • December 21st, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Ontario
NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARRANGEMENT AGREEMENT BETWEEN TILRAY BRANDS, INC. AND HEXO CORP. APRIL 10, 2023Arrangement Agreement • April 10th, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Ontario
Profit Participation AgreementProfit Participation Agreement • March 2nd, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
This Profit Participation Agreement (this “Agreement”) is effective as of January 14, 2019 (the “Effective Date”) and is entered into by and between ABG Intermediate Holdings 2, LLC, a limited liability company organized in the state of Delaware (“ABG”) and Tilray, Inc., a corporation organized in the state of Delaware (“Company”). Each of Company and ABG shall be referred to herein individually as a “Party” and collectively as the “Parties” unless specifically identified.
TILRAY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Washington
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered by and between Tilray, Inc. (the "Company" or "Tilray'', and Michael Kruteck ("Executive").
TILRAY BRANDS, INC. and HEXO CORP. and HT INVESTMENTS MA LLCTransaction Agreement • April 12th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Delaware
WHEREAS pursuant to a securities purchase agreement between the Seller and the Company dated May 27, 2021 (the “Securities Purchase Agreement”), the Seller (and funds affiliated with the Seller) purchased certain senior secured convertible notes due May 1, 2023 from the Company (the “Note”), of which a principal amount of $211,265,185.45 is currently outstanding as of the date hereof (the “Outstanding Principal”);
TILRAY BRANDS, INC. $150,000,000 5.20% Convertible Senior Notes due 2027 UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among MEDMEN ENTERPRISES INC., as the Company, EACH OTHER CREDIT PARTY SIGNATORY HERETO,Securities Purchase Agreement • October 7th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
THIS FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of August 17, 2021, by and among MEDMEN ENTERPRISES INC., a company incorporated under the laws of the Province of British Columbia (the “Company”), MM CAN USA, INC., a California corporation (“Holdings” and, with the Company, collectively, the “Initial Borrowers”, and each is an “Initial Borrower”), each other Credit Party party hereto, each Holder (defined herein) party hereto and Gotham Green Admin 1, LLC, a Delaware limited liability company (the “Collateral Agent”).
SHARE LENDING AGREEMENT Dated as of May 25, 2023 Between Tilray Brands, Inc. (“Lender”) and Jefferies Capital Services, LLC (“Borrower”)Share Lending Agreement • May 31st, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
This Agreement sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock.
1974568 ONTARIO LIMITED O/A APHRIA DIAMONDCredit Agreement • July 28th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • Ontario
SECURITIES AND ASSET PURCHASE AGREEMENT by and among ANHEUSER-BUSCH COMPANIES, LLC, CRAFT USA HOLDINGS, LLC, CRAFT BREW ALLIANCE, INC., ANHEUSER-BUSCH, LLC, TILRAY BEVERAGES, LLC, TILRAY BRANDS, INC. and ANHEUSER-BUSCH, LLC, IN ITS CAPACITY AS THE...Securities and Asset Purchase Agreement • August 7th, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Delaware
PRODUCT & TRADEMARK LICENSE TERMS & CONDITIONSTilray, Inc. • February 19th, 2021 • Medicinal chemicals & botanical products • Washington
The terms and conditions of this Agreement shall govern the grant by Docklight, LLC (“Licensor”) of a limited license to use certain intellectual property rights to the party named in the License Schedule (“Licensee”).
ContractSecurity Agreement • March 2nd, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Ontario
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed; and is indicated with brackets where the information has been omitted from the filed version of this exhibit.
