0001140361-22-014053 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 12th, 2022 • Tilray Brands, Inc. • 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”).‎

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TILRAY BRANDS, INC. and HEXO CORP. and HT INVESTMENTS MA LLC
Transaction 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”);

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