SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2021 • HEXO Corp. • Medicinal chemicals & botanical products • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 27, 2021, is by and among HEXO Corp., an Ontario, Canada corporation with offices located at 3000 Solandt Road, Ottawa, Ontario K2K 2X2, Canada (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
HEXO CORP. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of June 5, 2020Warrant Indenture • July 10th, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
TSX TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada
HEXO Corp.Placement Agent Agreement • January 22nd, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • New York
COMMON SHARE PURCHASE WARRANTCommon Share Purchase Warrant • January 22nd, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • New York
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ___________, 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Eastern time) on January __,2 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from HEXO Corp., a corporation incorporated under the laws of Ontario (the “Company”), up to ________ common shares, no par value, in the capital of the Company (the “Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ARRANGEMENT AGREEMENT BETWEEN TILRAY BRANDS, INC. AND HEXO CORP. APRIL 10, 2023Arrangement Agreement • April 13th, 2023 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
WHEREAS the Purchaser proposes to acquire all of the issued and outstanding Company Shares (as defined herein) pursuant to the Arrangement (as defined herein), as contemplated in this Agreement;
INDENTURE Made as of December 5, 2019 Between HEXO CORP. (the “Corporation”) and TSX TRUST COMPANY (the “Trustee”)Indenture • July 10th, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
HEXO CORP. US$40,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 3rd, 2022 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
HEXO Corp., a corporation incorporated under the laws of the Province of Ontario (the “Corporation”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (the “U.S. Agent”) and Canaccord Genuity Corp. (the “Canadian Agent”, and together with the U.S. Agent, the “Agents”) to issue and sell common shares of the Corporation (the “Shares”) upon and subject to the terms and conditions contained herein. Capitalized terms used herein have the meanings given to them in Section 24 hereof.
HEXO Corp.Placement Agent Agreement • June 1st, 2021 • HEXO Corp. • Medicinal chemicals & botanical products • New York
UNDERWRITING AGREEMENT between HEXO CORP. and and CANTOR FITZGERALD CANADA CORPORATION and ATB CAPITAL MARKETS INC. as UnderwritersUnderwriting Agreement • August 26th, 2021 • HEXO Corp. • Medicinal chemicals & botanical products • New York
The undersigned, HEXO Corp., a corporation incorporated under the laws of Ontario (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), Cantor Fitzgerald Canada Corporation and ATB Capital Markets Inc. (“ATB”) (hereinafter referred to as “you” (including its correlatives) or the “Underwriters”) as follows:
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 19th, 2022 • HEXO Corp. • Medicinal chemicals & botanical products • Delaware
This Assignment and Assumption Agreement, dated as of April 11, 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”).
HEXO CORP. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of August 24, 2021Warrant Indenture • August 26th, 2021 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
TSX TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada
TILRAY BRANDS, INC. and HEXO CORP. and HT INVESTMENTS MA LLC TRANSACTION AGREEMENT April 11, 2022Transaction Agreement • April 19th, 2022 • HEXO Corp. • 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”);
ARRANGEMENT AGREEMENT BETWEEN HEXO CORP. – AND – ZENABIS GLOBAL INC. February 16, 2021Arrangement Agreement • February 19th, 2021 • HEXO Corp. • Medicinal chemicals & botanical products • British Columbia
WHEREAS Purchaser and Company desire to carry out the transactions contemplated hereby by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) pursuant to which Purchaser will acquire all of the Company Shares;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2020, and is between HEXO Corp., a corporation incorporated under the laws of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LEASE AMENDING AGREEMENTLease Amending Agreement • November 2nd, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
ARRANGEMENT AGREEMENT AMENDMENTArrangement Agreement • June 7th, 2023 • HEXO Corp. • Medicinal chemicals & botanical products
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[COMMERCIALLY SENSITIVE AND/OR CONFIDENTIAL INFORMATION REDACTED]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND...Share Purchase Agreement • June 4th, 2021 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
WHEREAS the Shareholders and the Company, among others, have entered into a share purchase agreement (the “Purchase Agreement”) dated as of May 28, 2021, pursuant to which the Shareholders and the other selling shareholders (the “Other Redecan Selling Shareholders”, and, together with the Shareholders, collectively, the “Redecan Shareholders”) have agreed to sell, and the Company has agreed to purchase, all of the issued and outstanding shares in the capital of 5048963 Ontario Inc. (“Redecan”) in exchange for a combination of cash and Common Shares in the capital of the Company (the “Transaction”);
To: HEXO Corp. Ladies and Gentlemen: RE: Temporary Waiver and Amendment of Certain Covenants under the Amended and Restated Senior Secured Convertible Note due 2026Temporary Waiver and Amendment of Certain Covenants • April 13th, 2023 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
Reference is made to (i) that certain Amended and Restated Senior Secured Convertible Note due 2026 (the “HEXO Note”), dated as of July 12, 2022, issued by HEXO Corp. (“HEXO”) and held by Tilray Brands, Inc. (“Tilray”) and (ii) that certain Advisory Services Agreement (the “Services Agreement”), dated as of July 12, 2022, by and between Aphria Inc., a wholly-owned Subsidiary of Tilray, and HEXO. Any term used herein but not defined shall have the meaning ascribed to it in the HEXO Note.
SUBSCRIPTION AGREEMENT FOR SERIES 1 PREFERRED SHARES OF HEXO CORP.Subscription Agreement • June 7th, 2023 • HEXO Corp. • Medicinal chemicals & botanical products
HEXO CORP. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of April 13, 2020Warrant Indenture • April 13th, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
TSX TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada
CASH ESCROW AGENCY AGREEMENTCash Escrow Agency Agreement • June 7th, 2023 • HEXO Corp. • Medicinal chemicals & botanical products • Alberta
TINGLEMERRETT LLP, a limited liability partnership existing under the laws of the Province of Alberta (the “Escrow Agent”)
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 10th, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
TSX TRUST COMPANY, a trust company existing under the laws of Canada and registered to carry on business in the Province of Ontario
VOTING SUPPORT AGREEMENTVoting Support Agreement • March 19th, 2019 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
WHEREAS, in connection with an arrangement agreement dated the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”) between the Purchaser and Newstrike Brands Ltd. (the “Company”), the Purchaser proposes to acquire all of the issued and outstanding common shares (the “Company Shares”) of the Company subject to the terms and conditions set forth in the Arrangement Agreement;
HEXO CORP. – and – 2831364 ONTARIO INC. – and – 2831367 ONTARIO INC. INVESTOR RIGHTS AGREEMENT August 30, 2021Investor Rights Agreement • September 10th, 2021 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
WHEREAS the Shareholders and the Company, among others, have entered into a share purchase agreement (the “Purchase Agreement”) dated as of May 28, 2021, pursuant to which the Shareholders and the other selling shareholders (the “Other Redecan Selling Shareholders”, and, together with the Shareholders, collectively, the “Redecan Shareholders”) have agreed to sell, and the Company has agreed to purchase, all of the issued and outstanding shares in the capital of 5048963 Ontario Inc. (“Redecan”) in exchange for a combination of cash and Common Shares in the capital of the Company (the “Transaction”);
LEASE AGREEMENTLease Agreement • November 2nd, 2020 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
FORM OF VOTING SUPPORT AGREEMENTVoting Support Agreement • April 13th, 2023 • HEXO Corp. • Medicinal chemicals & botanical products
THIS VOTING SUPPORT AGREEMENT (“Agreement”) is dated as of _______________, 2023, by and between Tilray Brands, Inc., a corporation existing under the laws of the State of Delaware (“Tilray”), and [●], an individual resident in the city of [●], [●] (the “Shareholder”).
To: HEXO Corp. Ladies and Gentlemen: RE: Amendment to the Letter Agreement Dated April 10, 2023 providing for the waiver and amendment of certain covenants under the Amended and Restated Senior Secured Convertible Note due 2026 (the “Waiver and...Waiver and Amendment Agreement • June 7th, 2023 • HEXO Corp. • Medicinal chemicals & botanical products • Ontario
Reference is made to (i) the Waiver and Amendment Agreement, (ii) that certain Amended and Restated Senior Secured Convertible Note due 2026 (the “HEXO Note”), dated as of July 12, 2022, issued by HEXO Corp. (“HEXO”) and held by Tilray Brands, Inc. (“Tilray”), and (iii) the arrangement agreement between HEXO and Tilray dated April 10, 2023 (the “Arrangement Agreement”). Any term used herein but not defined shall have the meaning ascribed to it in the Waiver and Amendment Agreement. Any reference in this letter agreement to “Dollars”, “dollars” or “$” shall be deemed to be a reference to lawful money of the United States of America.
