LIMITED WAIVER AND CONTINUED FORBEARANCE AGREEMENT
Exhibit 10.1
LIMITED WAIVER AND CONTINUED FORBEARANCE AGREEMENT
This Limited Waiver and Continued Forbearance Agreement (“Agreement”), dated as of October 2, 2023, is made by and among ▇▇▇▇▇ ▇▇▇▇, L.P., a Delaware limited partnership, ▇▇▇▇▇ TECHNOLOGIES, INC., a Delaware corporation, COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, and JUPITER RESEARCH, LLC, an Arizona limited liability company (collectively, the “Borrowers” and each a “Borrower”), TILT HOLDINGS INC., a British Columbia corporation (the “Parent”), and ▇▇▇▇▇▇ ▇▇▇▇▇▇, as noteholder representative (the “Noteholder Representative”) on behalf of the Noteholders.
RECITALS
WHEREAS, Borrowers, Parent, Noteholder Representative and the Noteholders are parties to that certain Secured Note Purchase Agreement dated as of November 1, 2019, as amended by First Amendment to Secured Note Purchase Agreement dated as of February 15, 2023 (as it may be further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “Note Purchase Agreement”). Except as otherwise provided in this Agreement, all terms defined in the Loan Documents shall have the same meaning when used in this Agreement;
WHEREAS, on May 15, 2023, the Borrowers, Parent and Noteholder Representative entered into that certain Consent, Confirmation, Limited Waiver and Forbearance Agreement (the “May Forbearance Agreement”) pursuant to which the Noteholder Representative, at the direction of the Required Noteholders, provided a limited waiver for certain Events of Default and agreed to forbear from exercising the rights of the Noteholder Representative and the Noteholders under the Loan Documents, including, without limitation, the Note Purchase Agreement and other Loan Documents, through the expiration of the Forbearance Period (as defined in the May Forbearance Agreement);
WHEREAS, notwithstanding the limited waivers and forbearance granted to Borrowers in the May Forbearance Agreement, Default Interest (as defined in each Note and each AP Note) has continued to accrue and is presently payable; and
WHEREAS, the Loan Parties have requested that the Noteholder Representative and the Noteholders agree to modify certain terms and conditions of the May Forbearance Agreement, and the Required Noteholders have directed Noteholder Representative to enter into this Agreement on their behalf reflecting their agreement to the foregoing.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
altered or amended except by agreement in writing signed by all the parties hereto. This Agreement shall not be construed against the drafter hereof.
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Exhibit 10.1
SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| BORROWERS: ▇▇▇▇▇ ▇▇▇▇, L.P., a Delaware limited partnership By: ▇▇▇▇▇ ▇▇▇▇ HOLDINGS INC., a British Columbia corporation, its general partner By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer |
| ▇▇▇▇▇ TECHNOLOGIES, INC., a Delaware corporation By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President |
| COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President |
| JUPITER RESEARCH, LLC, an Arizona limited liability company By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer |
| CONSENTED AND AGREED: ▇▇▇▇▇ ▇▇▇▇ HOLDINGS INC., a British Columbia corporation By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer |
Signature Page to Consent, Confirmation and Forbearance Agreement
▇▇ ▇▇▇▇▇▇▇ CO., a Delaware corporation By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President | |
| SFNY HOLDINGS, INC., a Delaware corporation By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President |
| SEA HUNTER THERAPEUTICS, LLC, a Delaware limited liability company By: ▇▇ ▇▇▇▇▇▇▇ CO., a Delaware corporation, its sole member By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President |
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STANDARD FARMS OHIO LLC, an Ohio limited liability company By: ▇▇▇▇▇ TECHNOLOGIES, INC., a Delaware corporation, its sole member By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President | |
| STANDARD FARMS LLC, a Pennsylvania limited liability company` By: ▇▇▇▇▇ TECHNOLOGIES, INC., a Delaware corporation, its sole member By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President |
Signature Page to Consent, Confirmation and Forbearance Agreement
| SH FINANCE COMPANY, LLC, a Delaware limited liability company By: SEA HUNTER THERAPEUTICS, LLC, a Delaware limited liability company, its sole member By: ▇▇ ▇▇▇▇▇▇▇ CO., a Delaware corporation, its sole member By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President |
| PARENT: TILT HOLDINGS INC., a British Columbia corporation By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Interim CEO |
Signature Page to Consent, Confirmation and Forbearance Agreement
Signature Page to Consent, Confirmation and Forbearance Agreement
DIRECTION OF REQUIRED NOTEHOLDERS
Each of the Required Noteholders hereby direct Noteholder Representative to enter into this Agreement, take the actions required of Noteholder Representative herein, and agrees to indemnify and hold Noteholder Representative harmless from any such actions related hereto, in each case consistent with the terms of the Note Purchase Agreement, including Sections 2.6(d) and 11.2 thereof.
| A NOTEHOLDER: MAK ONE, LLLP, an Arizona limited liability limited partnership By: Dragon Wise, LLC, an Arizona limited liability company, its General Partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Sole Member |
Signature Page to Direction of Required Noteholders
A NOTEHOLDER: RHC 3, LLLP, an Arizona limited liability limited partnership By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: General Partner |
Signature Page to Direction of Required Noteholders
Signature Page to Direction of Required Noteholders
A NOTEHOLDER: CALLISTO COLLABORATIONS LLC, a Washington limited liability company By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager |
Signature Page to Direction of Required Noteholders