EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this the 5th day of August 2020, with effect as of July 29, 2020 (the “Effective Date”), by and between TILT Holdings, Inc. (the “Company”), and Marshall Horowitz (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2022 • TILT Holdings Inc. • Arizona
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this August 16, 2019 (the “Effective Date”), by and between TILT Holdings, Inc. (the “Company”), and Mark Scatterday (the “Executive”).
CANADIAN SECURITY AGREEMENTCanadian Security Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • British Columbia
This CANADIAN SECURITY AGREEMENT, dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by TILT HOLDINGS INC., a British Columbia corporation, as “Grantor” (the “Grantor”), in favor of JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
SECURED NOTE PURCHASE AGREEMENTSecured Note Purchase Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • Arizona
This Secured Note Purchase Agreement (this “Agreement”), dated as of May 15, 2023, is entered into among JIMMY JANG, L.P., a Delaware limited partnership (“Jimmy Jang”), BAKER TECHNOLOGIES, INC., a Delaware corporation (“Baker”), COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (“CAC”), JUPITER RESEARCH, LLC, an Arizona limited liability company (“Jupiter”), and each of the undersigned parties executing this agreement as a Borrower (collectively, with their respective successors and assigns, and together with Jimmy Jang, Baker, CAC and Jupiter, collectively, the “Borrowers” and each a “Borrower”), TILT HOLDINGS INC., a British Columbia corporation (the “Parent”), JORDAN GEOTAS, as noteholder representative (the “Noteholder Representative”) on behalf of the purchasers (each, individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto as Schedule 1 (the “Schedule of Purchasers”). For greater certainty, the term “Purc
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among JIMMY JANG, L.P. HAMMBUTNOCHEESE MERGER SUB, INC. JUPITER RESEARCH, LLC SELLERS and MARK SCATTERDAY, AS SELLERS’ REPRESENTATIVE Dated as of January 10, 2019Amended and Restated Agreement and Plan of Merger • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 10, 2019, is made and entered into by and among Jimmy Jang, L.P., a limited partnership formed under the laws of Delaware (“Parent” or “Purchaser”), HammButNoCheese Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Jupiter Research, LLC, an Arizona limited liability company (the “Company”), [***] [Sellers of securities in Jupiter] (each, a “Seller” and, collectively, the “Sellers”), and Mark Scatterday, in his capacity as the Sellers’ Representative (as hereinafter defined).
PLEDGE AGREEMENTPledge Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Massachusetts
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of November 1, 2019, by and among each of the parties signatory hereto as a “Pledgor” (individually and/or collectively, as the context may require, “Pledgor(s)”), and NR 1, LLC, a Delaware limited liability company, as representative (in such capacity, together with its successors and assigns, “Noteholder Representative”) for itself and the other Purchasers (as defined herein).
TILT EXECUTIVE EMPLOYMENT AGREEMENT WITH CHRISTOPHER KELLYTilt Executive Employment Agreement • December 1st, 2022 • TILT Holdings Inc. • Cigarettes • Florida
This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 1, 2022, with effect on the same date (the “Effective Date”), is by and between TILT HOLDINGS INC. (the “Company”) and Christopher Kelly (the “Executive”). The Company and Executive are collectively referred to herein as “Parties” and individually as a “Party.”
JUNIOR SECURITY AGREEMENTJunior Security Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Massachusetts
This JUNIOR SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the undersigned parties executing this Agreement as a “Grantor” (collectively, the “Grantors” and each, a “Grantor”), in favor of [REDACTED NAME] (in such capacity, the “Secured Party”) on behalf of the purchasers named in the Purchase Agreement (the “Purchasers”).
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement And • October 28th, 2022 • TILT Holdings Inc. • Cigarettes
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 24th day of October 2022, by and between WHITE HAVEN RE, LLC, a Pennsylvania limited liability company ("Seller"), and IIP-PA 9 LLC, a Delaware limited liability company ("Buyer").
JUNIOR SECURED NOTE PURCHASE AGREEMENTJunior Secured Note Purchase Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Massachusetts
This Junior Secured Note Purchase Agreement (this “Agreement”), dated as of November 1, 2019, is entered into among JIMMY JANG, L.P., a Delaware limited partnership (“Jimmy Jang”), BAKER TECHNOLOGIES, INC., a Delaware corporation (“Baker”), COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (“CAC”), JUPITER RESEARCH, LLC, an Arizona limited liability company (“Jupiter”), and each of the undersigned parties executing this agreement as a Borrower (collectively, with their respective successors and assigns, and together with Jimmy Jang, Baker, CAC and Jupiter, collectively, the “Borrowers” and each a “Borrower”), TILT HOLDINGS INC., a British Columbia corporation (the “Parent”), [REDACTED NAME], as noteholder representative (the “Noteholder Representative”) on behalf of the purchasers (each, individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”), and the Purchasers. For greater certai
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Arizona
This Consulting Services Agreement (“Agreement”) is made this 1st day of January, 2022 (“Effective Date”) by and between TILT Holdings Inc. (the “Company” or “TILT”), a corporation organized under the laws of the Province of British Columbia, Canada, with a principal place of business at 2801 E. Camelback Road, Suite 180, Phoenix, Arizona 85016, and Marshall Horowitz (the “Consultant”), an individual. The Company and Consultant are collectively referred to herein as “Parties” and individually as a “Party.”
BAKER TECHNOLOGIES, INC. AND BRITESIDE HOLDINGS, LLC AND SEA HUNTER THERAPEUTICS, LLC AND SANTÉ VERITAS HOLDINGS INC. AND 1167411 B.C. LTD. BUSINESS COMBINATION AGREEMENT DATED JULY 9, 2018Business Combination Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • British Columbia
THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:
TILT EXECUTIVE EMPLOYMENT AGREEMENT WITH GARY F. SANTO, JR.Employment Agreement • April 19th, 2022 • TILT Holdings Inc. • Arizona
This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 13, 2021, with effect on June 1, 2021 (the “Effective Date”), is by and between TILT HOLDINGS INC. (the “Company”) and GARY F. SANTO, JR. (the “Executive”). The Company and Executive are collectively referred to herein as “Parties” and individually as a “Party.”
SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Massachusetts
This Senior Secured Note Purchase Agreement (this “Agreement”), dated as of November 1, 2019, is entered into by and among JIMMY JANG, L.P., a Delaware limited partnership (“Jimmy Jang”), BAKER TECHNOLOGIES, INC., a Delaware corporation (“Baker”), COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (“CAC”), JUPITER RESEARCH, LLC, an Arizona limited liability company (“Jupiter”), and each of the undersigned parties executing this agreement as a Borrower (collectively, with their respective successors and assigns, and together with Jimmy Jang, Baker, CAC and Jupiter, collectively, the “Borrowers” and each a “Borrower”), TILT HOLDINGS INC., a British Columbia corporation (the “Parent”), NR 1, LLC, a Delaware limited liability company, as noteholder representative (the “Note holder Representative”) on behalf of the purchasers (each, individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”)
EXCHANGE AGREEMENTExchange Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Delaware
This EXCHANGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of January 7, 2019, is entered into by and among Jimmy Jang, L.P., a Delaware limited partnership (the “Partnership”), TILT Holdings Inc., a British Columbia company (“TILT”), and the holders of Units (as defined below) from time to time party hereto (each, a “Holder”).
JUNIOR CANADIAN SECURITY AGREEMENTJunior Canadian Security Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Ontario
This CANADIAN SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by Tilt Holdings, Inc. as “Grantor” (the “Grantor”), in favor of [***] (in such capacity, the “Secured Party”) on behalf of the purchasers named in the Purchase Agreement (the “Purchasers”).
LOAN AGREEMENTLoan Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • New York
This Loan Agreement dated as of August 24, 2021, is entered into by and between CGSF Group LLC (formerly known as CGV Group LLC) (“Borrower”) and SFNY Holdings, Inc. (“Lender”).
JUNIOR GUARANTYJunior Guaranty • April 19th, 2022 • TILT Holdings Inc. • Massachusetts
This JUNIOR GUARANTY, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”), is made by and among each of the undersigned parties executing this Agreement as a “Guarantor” (collectively, the “Guarantors” and each, a “Guarantor”), in favor of [REDACTED NAME], as representative for the Purchasers (collectively, the “Secured Party”).
Re: Separation Agreement and General ReleaseThe Agreement • April 25th, 2023 • TILT Holdings Inc. • Cigarettes
This letter sets forth the agreement (the “Agreement”) between you and TILT Holdings Inc. (the “Company”) regarding your resignation from employment with the Company, effective today, April 21, 2023 (the “Separation Date”). Except as specifically stated herein, this Agreement supersedes and replaces the Employment Agreement between you and the Company dated May 13, 2021 (the “Employment Agreement”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Employment Agreement.
TILT EXECUTIVE EMPLOYMENT AGREEMENTTilt Executive Employment Agreement • March 22nd, 2024 • TILT Holdings Inc. • Cigarettes • Massachusetts
This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated September 24, 2021, with effect on September 27, 2021 (the “Effective Date”), is by and between TILT HOLDINGS INC. (the “Company”) and Mark Higgins (the “Executive”). The Company and Executive are collectively referred to herein as “Parties” and individually as a “Party.”
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 16th, 2023 • TILT Holdings Inc. • Cigarettes
TRADEMARK SECURITY AGREEMENT dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers and AP Noteholders named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • April 19th, 2022 • TILT Holdings Inc. • Massachusetts
This SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the undersigned parties executing this Agreement as a “Grantor” (collectively, the “Grantors” and each, a “Grantor”), in favor of NR 1, LLC (in such capacity, the “Secured Party”) on behalf of the purchasers named in the Purchase Agreement (the “Purchasers”).
PATENT SECURITY AGREEMENT (Canada)Patent Security Agreement • February 16th, 2023 • TILT Holdings Inc. • Cigarettes • British Columbia
This PATENT SECURITY AGREEMENT dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers and AP Noteholders named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • Arizona
This SECURITY AGREEMENT, dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the undersigned parties executing this Agreement as a “Grantor” (collectively, the “Grantors” and each, a “Grantor”), in favor of JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
This Agreement dated for reference October 27, 2021. BETWEEN:Agreement • April 19th, 2022 • TILT Holdings Inc. • British Columbia
PATENT SECURITY AGREEMENT (Canada)Patent Security Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • British Columbia
This PATENT SECURITY AGREEMENT dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
TRANSITION AGREEMENTTransition Agreement • April 19th, 2022 • TILT Holdings Inc.
This Transition Agreement (the “Agreement”) is entered as of the dates signed below by and among Marshall Horowitz (“Employee”) and Tilt Holdings Inc. (the “Company”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes
TRADEMARK SECURITY AGREEMENT dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • January 31st, 2024 • TILT Holdings Inc. • Cigarettes
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) dated to be effective as of January 28, 2024 is entered into by and between the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and SHENZHEN SMOORE TECHNOLOGY LIMITED, a company organized and existing under the laws of Peoples’ Republic of China (“Secured Party”).
TRADEMARK SECURITY AGREEMENT (Canada)Trademark Security Agreement • February 16th, 2023 • TILT Holdings Inc. • Cigarettes • British Columbia
TRADEMARK SECURITY AGREEMENT dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers and AP Noteholders named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
JUNIOR PLEDGE AGREEMENTJunior Pledge Agreement • April 19th, 2022 • TILT Holdings Inc. • Massachusetts
THIS JUNIOR PLEDGE AGREEMENT (this “Agreement”) is made as of November 1, 2019, by and among each of the parties signatory hereto as a “Pledgor” (individually and/or collectively, as the context may require, “Pledgor(s)”), and [REDACTED NAME], as representative (in such capacity, together with its successors and assigns, “Noteholder Representative”) for himself and the other Purchasers (as defined herein).
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS COMMONWEALTH ALTERNATIVE CARE INC., a Massachusetts corporation AND IIP-MA 2 LLC, a Delaware limited liability companyPurchase and Sale Agreement • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Massachusetts
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into and effective as of the 8th day of April, 2022, by and between COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (the "Seller"), and IIP-MA 2 LLC, a Delaware limited liability company ("Buyer"), each of whom shall sometimes separately be referred to herein as a "Party" and both of whom shall sometimes collectively be referred to herein as the "Parties." This Agreement constitutes: (a) a binding purchase and sale agreement between Seller and Buyer; and (b) joint escrow instructions to Escrow Agent whose consent appears at the end of this Agreement.
AMENDMENT NO. 1 TO PROMISSORY NOTETILT Holdings Inc. • October 28th, 2022 • Cigarettes • Massachusetts
This AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Amendment”) is dated as of October 14, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, together, joint and severally, the “Company”) and [________________] (“Noteholder”).
JUNIOR GUARANTYTILT Holdings Inc. • June 3rd, 2022 • Cigarettes • Massachusetts
This JUNIOR GUARANTY, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”), is made by and among each of the undersigned parties executing this Agreement as a “Guarantor” (collectively, the “Guarantors” and each, a “Guarantor”), in favor of [***], as representative for the Purchasers (collectively, the “Secured Party”).
LIMITED WAIVER AND CONTINUED FORBEARANCE AGREEMENTLimited Waiver and Continued Forbearance Agreement • October 6th, 2023 • TILT Holdings Inc. • Cigarettes • Arizona
This Limited Waiver and Continued Forbearance Agreement (“Agreement”), dated as of October 2, 2023, is made by and among JIMMY JANG, L.P., a Delaware limited partnership, BAKER TECHNOLOGIES, INC., a Delaware corporation, COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, and JUPITER RESEARCH, LLC, an Arizona limited liability company (collectively, the “Borrowers” and each a “Borrower”), TILT HOLDINGS INC., a British Columbia corporation (the “Parent”), and JORDAN GEOTAS, as noteholder representative (the “Noteholder Representative”) on behalf of the Noteholders.
