APHRIA INC. AND GLAS TRUST COMPANY LLC, as Trustee INDENTURE Dated as of April 23, 2019 5.25% Convertible Senior Notes due 2024Indenture • May 4th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
INDENTURE dated as of April 23, 2019 between APHRIA INC., a corporation existing under the Ontario Business Corporations Act, as issuer (the “Company,” as more fully set forth in Section 1.01) and GLAS TRUST COMPANY LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
TILRAY, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • October 7th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
TILRAY, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • October 7th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
TILRAY, INC. US$400,000,000 SALES AGREEMENTSales Agreement • September 10th, 2019 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
TILRAY, INC. AND , AS WARRANT AGENT FORM OF CLASS 2 COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • October 7th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
THIS CLASS 2 COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
CREDIT AGREEMENT dated as of June 30, 2023 among FOUR TWENTY CORPORATION, as the Borrower, and CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and...Credit Agreement • June 30th, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
TILRAY, INC. INDEMNITY AGREEMENTIndemnification Agreement • July 9th, 2018 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [___], 20[__], is made by and between TILRAY, INC., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).
CREDIT AGREEMENTCredit Agreement • September 1st, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
This CREDIT AGREEMENT is entered into as of June 30, 2023, among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
TILRAY, INC. INDEMNITY AGREEMENTIndemnity Agreement • August 10th, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
This Indemnity Agreement (this “Agreement”) dated as of _________________, 2020, is made by and between Tilray, Inc., a Delaware corporation (the “Company”), and ______________________________________ (“Indemnitee”).
Form of Exchange AgreementExchange Agreement • November 24th, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
This Exchange Agreement and the Terms and Conditions for Exchange of Securities, attached hereto as Exhibit A (the “Terms and Conditions” and, together with this Exchange Agreement, the “Agreement”), is made as of the date hereof between Tilray, Inc. (the “Company”) and the Investor (as defined below).
COMMON SHARE PURCHASE WARRANT INDENTURECommon Share Purchase Warrant Indenture • July 28th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • Ontario
valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 28th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement') is effective as of the 26th day of July, 2021 (the “Effective Date”) by and between Tilray, Inc., a Delaware corporation (the "Company") and Mitchell Gendel (the "Executive").
VOTING SUPPORT AGREEMENTVoting Support Agreement • December 21st, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
THIS VOTING SUPPORT AGREEMENT (“Agreement”) is dated as of December 15, 2020, by and between Aphria Inc., a corporation existing under the laws of the Province of Ontario, (“Aphria”) and each of the shareholders listed on Exhibit A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).
ContractBoard Services Agreement • July 9th, 2018 • Tilray, Inc. • Medicinal chemicals & botanical products • Delaware
THIS BOARD SERVICES AGREEMENT (the “Agreement”) is made by and between TILRAY, INC., a Delaware company (“Tilray” or “Company”) and REBKAH SAMUEL, AKA REBEKAH DOPP (“Director”), as of June 1, 2018.
THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023.Supplemental Warrant Indenture • June 22nd, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF TILRAY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • May 6th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products
February 19, 2021Arrangement Agreement • February 22nd, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • Ontario
AMENDED AND RESTATED ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 14th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Delaware
This Amended and Restated Assignment and Assumption Agreement, dated as of June 14, 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”).
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 17th, 2024 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 9th, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Ontario
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 1, 2022, by and between Tilray Brands, Inc., a Delaware corporation (“Assignee”), and Double Diamond Holdings Ltd., an Ontario corporation (“Assignor”).
ContractAgreement of Resignation, Appointment and Acceptance • January 28th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
On AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of January 27, 2022, by and among TILRAY BRANDS, INC. (f/k/a TILRAY, INC. (f/k/a APHRIA INC.)), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office 655 Madison Avenue, 19th Floor, New York, New York, 10065 (the “Company”), COMPUTERSHARE TRUST COMPANY, N.A., a national association duly organized and existing under the laws of the United States, having a corporate trust office at 6200 South Quebec Street, Greenwood Village, Colorado 80111 (“Successor Trustee”), and GLAS TRUST COMPANY LLC, a limited liability company duly organized and existing under the laws of the State of New Hampshire, having a corporate trust office at 3 Second Street, Suite 206, Jersey City, New Jersey 07311 (“Resigning Trustee”).
TILRAY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2018 • Tilray, Inc. • Medicinal chemicals & botanical products • Washington
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on May 30, 2018, and effective as of the day of the Company’s initial public offering (the “Effective Date”) entered by and between Tilray, Inc. (the “Company” or “Tilray”, and Mark Castaneda (“Executive”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 7th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
This Assignment and Assumption Agreement, dated as of August 17, 2021 (this “Agreement”), is made by and among PARALLAX MASTER FUND, L.P., a Cayman Islands limited partnership (the “Seller”), and SUPERHERO ACQUISITION L.P., a Delaware limited partnership (the “Purchaser”), and acknowledged and agreed by Tilray, Inc., a Delaware corporation (“Tilray”).
TILRAY BRANDS, INC. and Computershare Trust Company, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 31, 2023 5.20% Convertible Senior Notes due 2027First Supplemental Indenture • May 31st, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 31, 2023 (the “Supplemental Indenture”), to the Indenture, dated as of May 31, 2023 (the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), between Tilray Brands, Inc., a Delaware corporation, as issuer (the “Company”) and Computershare Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
ARRANGEMENT AGREEMENT BETWEEN TILRAY, INC. AND APHRIA INC. DECEMBER 15, 2020Arrangement Agreement • December 21st, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Ontario
NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
FOURTH AMENDED AND RESTATED WHOLESALE CANNABIS SUPPLY AGREEMENT This Third Amended and Restated Wholesale Cannabis Supply Agreement is entered into and effective as of September 1, 2023; BETWEEN 1974568 ONTARIO LIMITED of the Municipality of...Wholesale Cannabis Supply Agreement • April 9th, 2024 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Ontario
WHEREAS Aphria Diamond wishes to supply Products (as defined below) to Aphria and Aphria has agreed to purchase such Products from Aphria Diamond on the terms set forth in this Agreement.
ARRANGEMENT AGREEMENT BETWEEN TILRAY BRANDS, INC. AND HEXO CORP. APRIL 10, 2023Arrangement Agreement • April 10th, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Ontario
Profit Participation AgreementProfit Participation Agreement • March 2nd, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
This Profit Participation Agreement (this “Agreement”) is effective as of January 14, 2019 (the “Effective Date”) and is entered into by and between ABG Intermediate Holdings 2, LLC, a limited liability company organized in the state of Delaware (“ABG”) and Tilray, Inc., a corporation organized in the state of Delaware (“Company”). Each of Company and ABG shall be referred to herein individually as a “Party” and collectively as the “Parties” unless specifically identified.
TILRAY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2020 • Tilray, Inc. • Medicinal chemicals & botanical products • Washington
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered by and between Tilray, Inc. (the "Company" or "Tilray'', and Michael Kruteck ("Executive").
TILRAY BRANDS, INC. and HEXO CORP. and HT INVESTMENTS MA LLCTransaction Agreement • April 12th, 2022 • Tilray Brands, Inc. • 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”);
WAIVER TO CREDIT AGREEMENTWaiver to Credit Agreement • April 9th, 2024 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
THIS WAIVER TO CREDIT AGREEMENT dated as of January 5, 2024 (this “Waiver”) is by and among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), Swingline Lender and L/C Issuer.
TILRAY BRANDS, INC. $150,000,000 5.20% Convertible Senior Notes due 2027 UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among MEDMEN ENTERPRISES INC., as the Company, EACH OTHER CREDIT PARTY SIGNATORY HERETO,Securities Purchase Agreement • October 7th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • New York
THIS FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of August 17, 2021, by and among MEDMEN ENTERPRISES INC., a company incorporated under the laws of the Province of British Columbia (the “Company”), MM CAN USA, INC., a California corporation (“Holdings” and, with the Company, collectively, the “Initial Borrowers”, and each is an “Initial Borrower”), each other Credit Party party hereto, each Holder (defined herein) party hereto and Gotham Green Admin 1, LLC, a Delaware limited liability company (the “Collateral Agent”).
SHARE LENDING AGREEMENT Dated as of May 25, 2023 Between Tilray Brands, Inc. (“Lender”) and Jefferies Capital Services, LLC (“Borrower”)Share Lending Agreement • May 31st, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York
This Agreement sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock.
1974568 ONTARIO LIMITED O/A APHRIA DIAMONDCredit Agreement • July 28th, 2021 • Tilray, Inc. • Medicinal chemicals & botanical products • Ontario
