TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • January 31st, 2024 • TILT Holdings Inc. • Cigarettes
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) dated to be effective as of January 28, 2024 is entered into by and between the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and SHENZHEN SMOORE TECHNOLOGY LIMITED, a company organized and existing under the laws of Peoples’ Republic of China (“Secured Party”).
TILT HOLDINGS, INC. Phoenix, Arizona 85016TILT Holdings Inc. • January 31st, 2024 • Cigarettes
Re:Guaranty (the “Guaranty”) dated as of January 28, 2024 by Tilt Holdings Inc. (“TILT”), Jimmy Jang, L.P. (“JJLP”), Baker Technologies, Inc. (“Baker”), Commonwealth Alternative Care, Inc. (“CAC”), Jimmy Jang Holdings Inc. (“JJH”), JJ Blocker Co. (“JJB”), SFNY Holdings, Inc. (“SFNY”), Sea Hunter Therapeutics, LLC (“SHT”), Standard Farms Ohio LLC (“SF Ohio”), Standard Farms LLC (“SF Penn”), SH Finance Company, LLC (“SF Finance”, together with TILT, JJLP, Baker, CAC, JJH, JJB, SFNY, SHT, SF Ohio and SF Penn, each a “Guarantor”, and collectively the, “Guarantors”) in favor of Shenzhen Smoore Technology Limited, and certain of its Affiliates collectively, the “Seller”). Guarantors and Seller may be referred to herein individually as a “Party” and all may be referred to collectively herein as the “Parties”.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • January 31st, 2024 • TILT Holdings Inc. • Cigarettes • Arizona
THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is executed, on the above date, by the pledgor named above (“Pledgor”), in favor of and delivered to SHENZHEN SMOORE TECHNOLOGY LIMITED (“Secured Party”), with respect to the Secured Obligations (as hereinafter defined), and the obligor named above.
GUARANTYGuaranty • January 31st, 2024 • TILT Holdings Inc. • Cigarettes • Arizona
This GUARANTY (this “Guaranty”) dated as of January 28, 2024 is made by 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”), JIMMY JANG HOLDINGS INC., a British Columbia corporation (“JJH”), JJ BLOCKER CO., a Delaware corporation (“JJB”), SFNY HOLDINGS, INC., a Delaware corporation (“SFNY”), SEA HUNTER THERAPEUTICS, LLC, a Delaware limited liability company (“SEA”), 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, JJH, JJB, SFNY, SEA, SF Ohio, and SF Penn, each individually, and collectively, “Guarantor”) in favor of SHENZHEN SMOORE TECHNOLOGY LIMITED, a c
DEBT AND SECURITY AGREEMENTDebt and Security Agreement • January 31st, 2024 • TILT Holdings Inc. • Cigarettes • Arizona
This DEBT AND SECURITY AGREEMENT, dated as of January 28, 2024 (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 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”), JIMMY JANG HOLDINGS INC., a British Columbia corporation (“JJH”), JJ BLOCKER CO., a Delaware corporation (“JJB”), SFNY HOLDINGS, INC., a Delaware corporation (“SFNY”), SEA HUNTER THERAPEUTICS, LLC, a Delaware limited liability company (“SEA”), 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”), and JUPITER RESEARCH, LLC, an Arizona limited liabil
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • January 31st, 2024 • TILT Holdings Inc. • Cigarettes • New York
This SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of January 28, 2024 (this “Agreement”), is entered into by and among ENTREPRENEUR GROWTH CAPITAL LLC, a Delaware limited liability company (“EGC” or “Working Capital Lender”), JORDAN GEOTAS, acting on behalf of himself, and on behalf of the Noteholders (as defined below) (in such capacity the “Noteholder Representative”, together with EGC, each individually an “Existing Creditor”, and collectively, the “Existing Creditors”), 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 JUPITER RESEARCH, LLC, an Arizona limited liability company (“Jupiter”). Each of the Existing Creditors, Smoore and TILT may be referred to individually herein as a “Party” and collectively as the “Parties”.
