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”).
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 • 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”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes
TRADEMARK 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”), 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”).
CONSENT, CONFIRMATION, LIMITED WAIVER AND FORBEARANCE AGREEMENTWaiver and Forbearance Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • Arizona
This Consent, Confirmation, Limited Waiver, and Forbearance Agreement (“Agreement”), dated as of May 15, 2023, is made by and among JIMMY JANG, L.P., a Delaware limited partnership, BAKER 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 JORDAN GEOTAS, as noteholder representative (the “Noteholder Representative”) on behalf of the Noteholders.
GUARANTYGuaranty • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • Arizona
This GUARANTY, dated as of May 15, 2023 (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 JORDAN GEOTAS, as representative of the Purchasers, as defined in the Purchase Agreement (in such capacity, the “Secured Party”).
PLEDGE AGREEMENTPledge Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes
THIS PLEDGE 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 parties signatory hereto as a “Pledgor” (individually and/or collectively, as the context may require, “Pledgor(s)”), and JORDAN GEOTAS, as representative of the Purchasers named in the Note Purchase Agreement (in such capacity, together with its successors and assigns, “Noteholder Representative”).
TRADEMARK SECURITY AGREEMENT (Canada)Trademark Security Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • British Columbia
TRADEMARK 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”), 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”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • New York
This SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of May 15, 2023 (this “Agreement”), is by and among ENTREPRENEUR GROWTH CAPITAL LLC, a Delaware limited liability company (“Working Capital Lender”), JORDAN GEOTAS, in his capacity as Noteholder Representative (in such capacity, the “Noteholder Representative”) for the Noteholders (as hereinafter defined), TILT HOLDINGS INC., a corporation formed under the laws of British Columbia (“Tilt”) and JUPITER RESEARCH, LLC, an Arizona limited liability company (“Jupiter”).
PATENT SECURITY AGREEMENTPatent Security Agreement • May 19th, 2023 • TILT Holdings Inc. • Cigarettes • Arizona
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”).
