FORM OF] COMMON STOCK PURCHASE WARRANT MARIMED INC.Marimed Inc. • January 24th, 2023 • Medicinal chemicals & botanical products • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ], a [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 24, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 24, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MariMed Inc., a Delaware corporation (the “Company”), up to [___] ([_____]) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2013 • Worlds Online Inc. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [___], 2013, is by and among Worlds Inc., a Delaware corporation with offices located at 11 Royal Road, Brookline, MA 02445 (the ”Company”), and the undersigned buyer (the “Buyer”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 15th, 2013 • Worlds Online Inc. • Services-computer processing & data preparation • New York
SECURITY AND PLEDGE AGREEMENT, dated as of March [ ], 2013 (this “Agreement”) made by Worlds Inc., a Delaware corporation with offices located at 11 Royal Road, Brookline, MA 02445 (the “Company”), and each of the undersigned subsidiaries of the Company from time to time, if any (each a “Grantor” and collectively and together with the Company the “Grantors”), in favor of Hudson Bay IP Opportunities Master Fund LP in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of March 14, 2013 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2013 • Worlds Online Inc. • Services-computer processing & data preparation • Massachusetts
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 30, 2012 by and between Thomas Kidrin (the "Executive") and Worlds Online Inc., a Delaware corporation (the "Company").
MARIMED INC. AMENDED AND RESTATED 2018 STOCK AWARD AND INCENTIVE PLAN, AS AMENDED Non-Statutory Stock Option Award AgreementNon-Statutory Stock Option Award Agreement • March 3rd, 2023 • Marimed Inc. • Medicinal chemicals & botanical products • Delaware
This NON-STATUTORY STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made effective as of ________________ (the “Grant Date”), between MariMed Inc., a Delaware corporation (the “Company”), and ________________ (the “Participant” or “you”).
MariMed Inc. EMPLOYMENT AGREEMENT Effective Date: July 1, 2021Employment Agreement • July 9th, 2021 • Marimed Inc. • Services-computer processing & data preparation • Massachusetts
This Employment Agreement (this “Agreement”) is between MARIMED INC., a Delaware corporation (the “Company” or “MariMed”), and ROBERT FIREMAN, an individual (the “Executive”).
Susan M. Villare MariMed Inc. Norwood, Massachusetts 02062 RE: Amended and Restated Employment Letter Agreement Dear Susan:Letter Agreement • March 3rd, 2023 • Marimed Inc. • Medicinal chemicals & botanical products
On behalf of MariMed Inc. (the “Company” or “MariMed”), this letter (the “Agreement”) sets forth the terms and conditions of your continued employment with the Company in the capacity of its Chief Financial Officer. This Agreement shall amend and supersede any current agreement or arrangement between you and the Company.
LICENSE AGREEMENTLicense Agreement • October 7th, 2011 • Worlds Online Inc. • Services-computer processing & data preparation
Agreement dated as of May 16, 2011, by and among Worlds Inc., a Delaware corporation having its address at 11 Royal Road, Brookline MA 02445 (hereafter, the “Licensor”) and Worlds Online Inc., a Delaware corporation with its address at 11 Royal Road, Brookline MA 02445 (“Licensee”).
ContractMarimed Inc. • March 16th, 2022 • Medicinal chemicals & botanical products
THE COMPANY HAS OMITTED THE EXHIBITS AND/OR SCHEDULES FROM THE MEMBERSHIP INTEREST PURCHAE AGREEMENT CONTAINED IN EXHIBIT 10.18 BECAUSE THEY ARE NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL
AMENDMENT AGREEMENTAmendment Agreement • April 1st, 2021 • Marimed Inc. • Services-computer processing & data preparation • New York
This Amendment Agreement (the “Agreement”), dated as of April 1, 2021, is made by and between SYYM LLC, as noteholder and collateral agent (the “Holder”), MariMed, Inc. (“MariMed”) and MariMed Hemp, Inc., as co-borrowers (individually, a “Borrower” and collectively, the “Borrowers”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • May 18th, 2022 • Marimed Inc. • Medicinal chemicals & botanical products
THIS RESTRICTED STOCK AGREEMENT (this “Agreement’) is made as of the 2nd day of May 2022 by and between Susan Villare (the “Employee”) and Marimed Inc., a Delaware corporation (the “Corporation”).
WEB DESIGN AND CONTENT SUPPLY AGREEMENTWeb Design and Content Supply Agreement • December 6th, 2011 • Worlds Online Inc. • Services-computer processing & data preparation • New York
This Agreement is entered into as of April 3, 2009 ("Effective Date-) by and between Worlds.com, Inc. ("WCI") and Pearson Education, Inc. ("Pearson ") for the WEB DESIGN AND CONTENT SUPPLY of WCI's three dimensional ("3D") technology. This agreement shall remain in effect through April 30, 2011.
PROMISSORY NOTEPromissory Note • October 3rd, 2014 • Worlds Online Inc. • Services-computer processing & data preparation
FOR VALUE RECEIVED, the undersigned, WORLDS ONLINE INC., a Delaware corporation with its executive office located at 11 Royal Road, Brookline, MA 02445 (the "Maker"), hereby promises to pay to the order of _____________, an individual residing at ____________________________________ (the "Holder"), the principal sum of _________________ THOUSAND DOLLARS ($_____,000.00) (the "Principal Amount") or so much thereof as shall not have been repaid prior thereto, on August 31, 2016 (the "Maturity Date"), together with interest on the unpaid Principal Amount from time to time outstanding from date hereof until the date on which this Note is paid in full, at the rate set forth below.
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • November 20th, 2023 • Marimed Inc. • Medicinal chemicals & botanical products • Massachusetts
This CONSTRUCTION LOAN AGREEMENT (as the same may be amended, restated, modified, substituted or extended from time to time, this “Agreement”) is made as of this 16th day of November, 2023 (the “Closing Date”), by and among (i) MARI HOLDINGS MD LLC, a Massachusetts limited liability company (“MD Owner”), (ii) HARTWELL REALTY HOLDINGS LLC, a Massachusetts limited liability company (“MA Owner”), (iii) KIND THERAPEUTICS USA, LLC, a Maryland limited liability company (“MD Operator”), (iv) ARL HEALTHCARE INC., a Massachusetts corporation (“MA Operator”), and (v) MARIMED ADVISORS INC., a Delaware corporation (“MariMed Advisors”), each having a principal address of 10 Oceana Way, Norwood, Massachusetts 02062 (individually and collectively, as the context may require, “Borrower,” which expression shall include Borrower’s permitted successors and assigns), and (ii) NEEDHAM BANK, a Massachusetts co-operative bank having an address of 1063 Great Plain Avenue, Needham, Massachusetts 02492 (“Lender
OMNIBUS AGREEMENTOmnibus Agreement • August 4th, 2023 • Marimed Inc. • Medicinal chemicals & botanical products • Delaware
This OMNIBUS AGREEMENT (this “Agreement”) is entered into as of July 1, 2023 by and between MARIMED INC., a Delaware corporation (“MariMed”), MARIMED ADVISORS INC., a Delaware corporation (“Advisors”), MIA DEVELOPMENT LLC, a Delaware limited liability company (“Mia” and collectively with MariMed and Advisors, the “Company”), on the one hand, each with an address at 10 Oceana Way, Norwood, MA 02062, and FIRST STATE COMPASSION CENTER, INC., a Delaware not for profit corporation (“Borrower”) with an address at 10 Germay Drive, Wilmington, DE 19804, on the other hand; each of MariMed, Advisors, Mia and Borrower are occasionally referred to as a “Party” and together, as the “Parties”).
MARIMED INC. AMENDED AND RESTATED 2018 STOCK AWARD AND INCENTIVE PLAN, AS AMENDED Restricted Stock Unit Agreement (Time-Based Vesting)Restricted Stock Unit Agreement • March 3rd, 2023 • Marimed Inc. • Medicinal chemicals & botanical products • Delaware
This Restricted Stock Unit Agreement (the "Agreement") is made effective as of ___________ (the "Grant Date") between MariMed Inc., a Delaware corporation (the "Company") and _________ (the "Participant").
WORLDS.COM INC Old Greenwich, Connecticut 06870Worlds Online Inc. • October 7th, 2011 • Services-computer processing & data preparation • New York
This letter agreement confirms our understanding regarding the restructuring of the debt of Worlds.com Inc. ("WCI") to Pearson, Inc. ("Pearson") represented by the Convertible Promissory Note, dated November 21, 1997, given by our predecessor, Worlds, Inc., to Pearson (the "1997 Note").
MariMed Inc. SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Effective Date: May 12, 2022Employment Agreement • May 18th, 2022 • Marimed Inc. • Medicinal chemicals & botanical products
This Second Amendment to the Employment Agreement (this “Agreement”) is between MARIMED INC., a Delaware corporation (the “Company” or “MariMed”), and JON R. LEVINE, an individual (the “Executive”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2021 • Marimed Inc. • Services-computer processing & data preparation
This First Amendment to Securities Purchase Agreement (this “First Amendment”) is dated as of March 18, 2021, by and between MariMed Inc., a Delaware corporation (the “Company”), and Hadron Healthcare Master Fund, a Cayman Islands exempted company (the “Purchaser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 24th, 2023 • Marimed Inc. • Medicinal chemicals & botanical products • Illinois
THIS LOAN AND SECURITY AGREEMENT is dated as of January 24, 2023 (the “Closing Date”), and is among MARIMED INC., a Delaware corporation, (“Parent” and together with each Person listed as a “Borrower” on the signature pages hereto and each other Person that becomes a “Borrower” hereunder, each a “Borrower”, and collectively, jointly and severally, “Borrowers”), each Person party hereto as a Guarantor (as defined below) from time to time, the creditors which are now or which hereafter become a party hereto (collectively, “Lenders” and each, a “Lender”), and CHICAGO ATLANTIC ADMIN, LLC (“Chicago Atlantic”), as Administrative Agent.
AMENDED AND RESTATED PROMISSORY NOTEMarimed Inc. • February 12th, 2020 • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED PROMISSORY NOTE is one of a series of duly authorized and validly issued Promissory Notes of MariMed Hemp Inc., a Delaware corporation (the “Company”) and MariMed Inc., a Delaware corporation (“MariMed” and together with the Company, the “Borrowers”), each having its principal place of business at 10 Oceana Way, Norwood, MA 02062 (this note, as amended, restated, supplemented or otherwise modified from time to time, the “Note” and collectively with the other notes of such series, the “Notes”) and is issued pursuant to the Facility Agreement (as defined below). This Note amends, restates, renews and replaces that certain Promissory Note made by Borrower to the order of Holder (as defined below) on the Original Issue Date (the “Original Note”). This Note is not intended to, nor shall it be construed to, constitute a novation of the Original Note or the obligations contained therein.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among SIGAL CONSULTING, LLC, a Massachusetts limited liability company, MARIMED INC., a Delaware corporation MARIMED ADVISORS INC., a Delaware corporation, ROBERT FIREMAN, GERALD J. MCGRAW JR., JON R....Membership Interest Purchase Agreement • May 15th, 2017 • Worlds Online Inc. • Services-computer processing & data preparation • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into on May 10, 2017, by and among Sigal Consulting LLC, a Massachusetts limited liability company (the “Company”), MariMed Inc. (formerly known as Worlds Online Inc.), a Delaware corporation (“MRMD”), MariMed Advisors Inc., a Delaware corporation (“Buyer”), and each of Robert Fireman, Gerald J. McGraw Jr., Jon R. Levine, James E. Griffin Jr. and Timothy Shaw (each a “Seller” and collectively, the “Sellers”). Buyer, the Company, MRMD and the Sellers are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.”
MARIMED INC. Stock Option Agreement (this “Agreement”)Stock Option Agreement • May 18th, 2022 • Marimed Inc. • Medicinal chemicals & botanical products
MariMed Inc., a Delaware corporation (the “Company”), in accordance with the Company’s Amended and Restated 2018 Stock Award and Incentive Plan (the “Plan”) hereby grants to Susan Villare (the “Optionee”), a stock option to purchase a total of 400,000 shares of the Company’s Common Stock, par value $.001 per share (the “Common Stock”), at a price of $0.64 per share (the “Exercise Price”), on the terms and conditions set forth herein and in the Plan.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among SIGAL CONSULTING, LLC, a Massachusetts limited liability company, WORLDS ONLINE INC., a Delaware corporation MARIMED ADVISORS INC., a Delaware corporation, ROBERT FIREMAN, GERALD J. MCGRAW JR., JON...Membership Interest Purchase Agreement • May 29th, 2014 • Worlds Online Inc. • Services-computer processing & data preparation • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into on May 19, 2014, by and among Sigal Consulting LLC, a Massachusetts limited liability company (the “Company”), Worlds Online Inc., a Delaware corporation (“WORX”), MariMed Advisors Inc., a Delaware corporation (“Buyer”), and each of Robert Fireman, Gerald J. McGraw Jr., Jon R. Levine and James E. Griffin Jr. (each a “Seller” and collectively, the “Sellers”). Buyer, the Company, WORX and the Sellers are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.”
ContractMarimed Inc. • March 16th, 2022 • Medicinal chemicals & botanical products
THE COMPANY HAS OMITTED THE EXHIBITS AND/OR SCHEDULES FROM THE MEMBERSHIP INTEREST PURCHAE AGREEMENT CONTAINED IN EXHIBIT 10.17 BECAUSE THEY ARE NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL
AMENDMENT AGREEMENTAmendment Agreement • February 12th, 2020 • Marimed Inc. • Services-computer processing & data preparation • New York
This Amendment Agreement (the “Agreement”), dated as of February 10, 2020, is made by and between SYYM LLC, as noteholder and collateral agent (the “Holder”), MariMed, Inc. (“MariMed”) and MariMed Hemp, Inc., as co-borrowers (the “Borrowers”) and each other Person executing this Agreement as a “Loan Party.”
MariMed Inc. THIRD AMENDMENT TO EMPLOYMENT AGREEMENT Effective Date: September 7, 2022Employment Agreement • September 7th, 2022 • Marimed Inc. • Medicinal chemicals & botanical products
This Third Amendment to the Employment Agreement (this “Agreement”) is between MARIMED INC., a Delaware corporation (the “Company” or “MariMed”), and JON R. LEVINE, an individual (the “Executive”).
FORM OF] PAYMENT GUARANTYPayment Guaranty • November 20th, 2023 • Marimed Inc. • Medicinal chemicals & botanical products
This PAYMENT GUARANTY (this “Guaranty”) is made as of the 16th day of November, 2023, by MARIMED INC., a Delaware corporation (“Guarantor,” which expression shall include Guarantor’s heirs, successors and assigns), having an address of 10 Oceana Way, Norwood, Massachusetts 02062, for the benefit of NEEDHAM BANK, a Massachusetts co-operative bank, having an address of 1063 Great Plain Avenue, Needham, Massachusetts 02492 (“Lender,” which expression shall include Lender’s successors and assigns).
