0001104659-19-062648 Sample Contracts

SECOND EXCHANGE AGREEMENT
Second Exchange Agreement • November 12th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products

This Second Exchange Agreement (the “Agreement”) is entered into as of the 8th day of November, 2019, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 6261 Katella Avenue, Suite 250, Cypress, CA 90630 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:

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LIMITED CONSENT AND FIRST AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • November 12th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products

LIMITED CONSENT AND FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of November 8, 2019 (this “Consent”), to the Financing Agreement, dated as of August 21, 2019 (the “Financing Agreement”), by, among others, KUSHCO HOLDINGS, INC., a Nevada corporation, as parent (the “Parent”) and certain subsidiaries of the Parent party thereto (collectively, the “Loan Parties” and each, a “Loan Party”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (“Monroe”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and Monroe, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").

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