Standard Contracts
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”).
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 • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • British Columbia
This CANADIAN SECURITY AGREEMENT, dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by TILT HOLDINGS INC., a British Columbia corporation, as “Grantor” (the “Grantor”), in favor of JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
TILT EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 22nd, 2024 • TILT Holdings Inc. • Cigarettes • Massachusetts
This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated September 24, 2021, with effect on September 27, 2021 (the “Effective Date”), is by and between TILT HOLDINGS INC. (the “Company”) and Mark Higgins (the “Executive”). The Company and Executive are collectively referred to herein as “Parties” and individually as a “Party.”
JUNIOR SECURED NOTE PURCHASE AGREEMENTSubordination 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
JUNIOR GUARANTYJunior Guaranty • June 3rd, 2022 • TILT Holdings Inc. • 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”).
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, 2019Agreement 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).
Re: Side Letter Agreement (“Side Letter Agreement”) between Tim Conder (the “Employee”) and TILT Holdings Inc. (the “Company”)Side Letter Agreement • August 9th, 2024 • TILT Holdings Inc. • Cigarettes
WHEREAS the Employee and the Company have entered into an employment agreement dated September 26, 2023 pursuant to which the Company agreed to employ the Employee as Chief Executive Officer of the Company (the “Employment Agreement”).
ContractNote Agreement • August 9th, 2024 • TILT Holdings Inc. • Cigarettes • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractAsset Purchase Agreement • June 3rd, 2022 • TILT Holdings Inc. • 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.
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”).
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • October 28th, 2022 • TILT Holdings Inc. • Cigarettes
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 24th day of October 2022, by and between WHITE HAVEN RE, LLC, a Pennsylvania limited liability company ("Seller"), and IIP-PA 9 LLC, a Delaware limited liability company ("Buyer").
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:
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.
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • October 28th, 2022 • TILT Holdings Inc. • Cigarettes • Massachusetts
This AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Amendment”) is dated as of October 14, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, together, joint and severally, the “Company”) and [________________] (“Noteholder”).
SECURED NOTE PURCHASE AGREEMENTSecured Note Purchase Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • Arizona
This Secured Note Purchase Agreement (this “Agreement”), dated as of May 15, 2023, 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”), JORDAN GEOTAS, 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 as Schedule 1 (the “Schedule of Purchasers”). For greater certainty, the term “Purc
SECURITY AGREEMENTSecurity Agreement • August 9th, 2024 • TILT Holdings Inc. • Cigarettes • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 2, 2024, is made by STANDARD FARMS LLC, a Pennsylvania limited liability company (the “Borrower”), together with any subsidiary of the Borrower that becomes party hereto pursuant to Section 2[, and Baker Technologies, Inc., a Delaware corporation (“Baker”)], in favor of [***] (the “Lender”).
TILT Extends Maturity Date for Certain Senior Debt Holders, Signs Fourth Amendment for its White Haven, Pennsylvania, Facility Purchase and Sale AgreementPurchase and Sale Agreement • October 28th, 2022 • TILT Holdings Inc. • Cigarettes
PHOENIX, Oct. 25, 2022 -- TILT Holdings Inc. (“TILT" or the “Company”) (NEO:TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, has signed a fourth amendment (the “Amendment”) to its previously announced definitive agreement with Innovative Industrial Properties, Inc. (“IIPR”) to sell and leaseback its White Haven, Pennsylvania facility. The Amendment allows TILT and IIPR to extend the end of the investigational period of the transaction contemplated to a date that is on or before December 31, 2022. The previous extension of the investigational period was to accommodate the second round of testing to satisfy requests from the Pennsylvania Department of Environmental Protection, which has been satisfactorily completed. The parties believe that this extension should provide sufficient time to address the final steps of regulatory concerns.
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”)
GUARANTYGuaranty • June 3rd, 2022 • TILT Holdings Inc. • 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”).
AMENDMENT NO. 2 TO PROMISSORY NOTEPromissory Note • October 28th, 2022 • TILT Holdings Inc. • Cigarettes • Massachusetts
This AMENDMENT NO. 2 TO PROMISSORY NOTE (this “Amendment”) is dated as of October 24, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, together, joint and severally, the “Company”) and NR 1, LLC, a Delaware limited liability company, as noteholder representative (the “Noteholder Representative”).
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”).
CONSENT, COLLATERAL RELEASE, AND SUBORDINATION AGREEMENTConsent, Collateral Release, and Subordination Agreement • August 9th, 2024 • TILT Holdings Inc. • Cigarettes • New York
This CONSENT, COLLATERAL RELEASE AND SUBORDINATION AGREEMENT, dated as of May 2, 2024 (this “Agreement”), is entered into by and among JORDAN GEOTAS, acting on behalf of himself, and on behalf of the Noteholders (as defined below) (in such capacity, “Noteholder Representative”), SHENZHEN SMOORE TECHNOLOGY LIMITED, a company organized and existing under the laws of Peoples’ Republic of China and any of its affiliates joined hereto (collectively, “Smoore”, and together with Noteholder Representative, each individually an “Existing Creditor”, and collectively, the “Existing Creditors”), [***] (“New Lender”), Baker Technologies, Inc., a Delaware corporation (“Baker”), and Standard Farms LLC, a Pennsylvania limited liability company (“Borrower”). Each of the Existing Creditors, New Lender, Baker and Borrower may be referred to individually herein as a “Party” and collectively as the “Parties”.
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”).
Re: Separation Agreement and General ReleaseSeparation Agreement and General Release • April 25th, 2023 • TILT Holdings Inc. • Cigarettes
This letter sets forth the agreement (the “Agreement”) between you and TILT Holdings Inc. (the “Company”) regarding your resignation from employment with the Company, effective today, April 21, 2023 (the “Separation Date”). Except as specifically stated herein, this Agreement supersedes and replaces the Employment Agreement between you and the Company dated May 13, 2021 (the “Employment Agreement”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Employment Agreement.
AMENDMENT NUMBER ONE TO SIDE LETTER AGREEMENTSide Letter Agreement • November 14th, 2024 • TILT Holdings Inc. • Cigarettes
THIS AMENDMENT NUMBER ONE TO SIDE LETTER AGREEMENT (this “Amendment”) is entered into as of July 19, 2024, by and among Tilt Holdings Inc., a corporation formed under the laws of British Columbia (“TILT”), Jimmy Jang, L.P., a Delaware limited partnership (“JJLP”), Baker Technologies, Inc., a Delaware corporation (“Baker”), Commonwealth Alternative Care, Inc., a Massachusetts corporation (“CAC”), JJ Blocker Co., a Delaware corporation (“JJB”), SFNY Holdings, Inc., a Delaware corporation (“SFNY”), Sea Hunter Therapeutics, LLC, a Delaware limited liability company (“SHT”), Standard Farms Ohio LLC, an Ohio limited liability company (“SF Ohio”), Standard Farms LLC, a Pennsylvania limited liability company (“SF Penn”), SH Finance Company, LLC, a Delaware limited liability company (“SF Finance”, together with TILT, JJLP, Baker, CAC, JJB, SFNY, SHT, SF Ohio and SF Penn, each a “Guarantor”, and collectively the, “Guarantors”), Jupiter Research LLC, an Arizona limited liability company (“Jupiter
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 16th, 2023 • TILT Holdings Inc. • Cigarettes
TRADEMARK SECURITY AGREEMENT dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers and AP Noteholders named in the Purchase Agreement (as defined below) (in such capacity, 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”).
Christopher Kelly Re: Separation Agreement and General Release Dear Chris:Separation Agreement and General Release • October 31st, 2024 • TILT Holdings Inc. • Cigarettes
This letter sets forth the agreement (the “Agreement”) between you and TILT Holdings Inc. (the “Company”) regarding your resignation from employment with the Company, effective today, October 14, 2024 (the “Separation Date”).
PATENT SECURITY AGREEMENT (Canada)Patent Security Agreement • February 16th, 2023 • TILT Holdings Inc. • Cigarettes • British Columbia
This PATENT SECURITY AGREEMENT dated as of February 15, 2023 (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 signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers and AP Noteholders named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • Arizona
This SECURITY AGREEMENT, dated as of May 15, 2023 (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 JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
PATENT SECURITY AGREEMENT (Canada)Patent Security Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • British Columbia
This PATENT SECURITY AGREEMENT dated as of May 15, 2023 (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 signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
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”).
