EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2022 • TILT Holdings Inc. • 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 • April 19th, 2022 • TILT Holdings Inc. • 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 NR 1, LLC, a Delaware limited liability company (in such capacity, the “Secured Party”) on behalf of the purchasers named in the Purchase Agreement (the “Purchasers”).
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 • April 19th, 2022 • TILT Holdings Inc. • 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 • April 19th, 2022 • TILT Holdings Inc. • 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).
JUNIOR SECURITY AGREEMENTJunior Security Agreement • April 19th, 2022 • TILT Holdings Inc. • 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”).
JUNIOR SECURED NOTE PURCHASE AGREEMENTJunior Secured Note Purchase Agreement • April 19th, 2022 • TILT Holdings Inc. • 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 • April 19th, 2022 • TILT Holdings Inc. • 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 • April 19th, 2022 • TILT Holdings Inc. • 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 • April 19th, 2022 • TILT Holdings Inc. • 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 • April 19th, 2022 • TILT Holdings Inc. • 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 • April 19th, 2022 • TILT Holdings Inc. • 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 [REDACTED NAME] (in such capacity, the “Secured Party”) on behalf of the purchasers named in the Purchase Agreement (the “Purchasers”).
LOAN AGREEMENTLoan Agreement • April 19th, 2022 • TILT Holdings Inc. • 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”).
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”).
This Agreement dated for reference October 27, 2021. BETWEEN:Agreement • April 19th, 2022 • TILT Holdings Inc. • British Columbia
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”).
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).
ASSIGNMENT AGREEMENT BY AND BETWEEN SH FINANCE COMPANY, LLC, As Assignor and TENEO FUND SPVi LLC, As Assignee Dated as of February 22, 2021Assignment Agreement • April 19th, 2022 • TILT Holdings Inc. • Massachusetts
ASSIGNMENT AGREEMENT, (the “Agreement”), dated as of February 22, 2021, by and between SH Finance Company, LLC, a Delaware limited liability company (the “Assignor”), and Teneo Funds SPVi LLC, a Delaware limited liability company (the “Assignee”).
GUARANTYGuaranty • April 19th, 2022 • TILT Holdings Inc. • Massachusetts
This 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 NR 1, LLC, a Delaware limited liability company, as representative for the Purchasers (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2022 • TILT Holdings Inc. • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of November 18, 2020, is entered into by and between Baker Technologies, Inc., a Delaware corporation (“Seller”), and Slam Dunk LLC, a Nevada limited liability company (“Buyer”), and, for purposes of Section 6.04(a) and Section 6.04(b) only, Timothy Conder, an individual (“Conder”). Each of Buyer and Seller may be referred to herein as a “Party,” and, together as the “Parties.”
COMPENSATION AGREEMENTCompensation Agreement • April 19th, 2022 • TILT Holdings Inc. • Arizona
