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”).
CANADIAN SECURITY AGREEMENTCanadian 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 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 • 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).
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”).
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:
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”).
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.
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”).
GUARANTYTILT Holdings Inc. • June 3rd, 2022 • Cigarettes • 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”).
ContractTILT Holdings Inc. • June 3rd, 2022 • Cigarettes • British Columbia
Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made.
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS WHITE HAVEN RE, LLC, a Pennsylvania limited liability company "SELLER" AND IIP-PA 9 LLC, a Delaware limited liability company "BUYER" 411 Susquehanna Street, White Haven, PA 18661Purchase and Sale Agreement and Joint Escrow Instructions • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Pennsylvania
All fixtures, trade fixtures, vehicles, machinery, appliances, tools, signs, equipment, systems, telephone equipment and systems, computer equipment and systems, satellite dishes and related equipment and systems, security equipment and systems, inventories, supplies and all other items of tangible and intangible personal property located on or used in connection with the ownership, management and/or operation of the real property described in Exhibit 2 to this Bill of Sale, but specifically excluding the Excluded Property.
ContractAgreement of Purchase and Sale • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Massachusetts
Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made.
