Re: Side Letter Agreement (“Side Letter Agreement”) between Tim Conder (the “Employee”) and TILT Holdings Inc. (the “Company”)Letter Agreement • May 15th, 2024 • TILT Holdings Inc. • Cigarettes
WHEREAS the Employee and the Company have entered into an employment agreement dated September 26, 2023 pursuant to which the Company agreed to employ the Employee as Chief Executive Officer of the Company (the “Employment Agreement”).
ContractIntercreditor Agreement • May 15th, 2024 • TILT Holdings Inc. • Cigarettes • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • May 15th, 2024 • TILT Holdings Inc. • Cigarettes • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 2, 2024, is made by STANDARD FARMS LLC, a Pennsylvania limited liability company (the “Borrower”), together with any subsidiary of the Borrower that becomes party hereto pursuant to Section 2[, and Baker Technologies, Inc., a Delaware corporation (“Baker”)], in favor of [***] (the “Lender”).
CONSENT, COLLATERAL RELEASE, AND SUBORDINATION AGREEMENTConsent, Collateral Release, and Subordination Agreement • May 15th, 2024 • TILT Holdings Inc. • Cigarettes • New York
This CONSENT, COLLATERAL RELEASE AND SUBORDINATION AGREEMENT, dated as of May 2, 2024 (this “Agreement”), is entered into by and among JORDAN GEOTAS, acting on behalf of himself, and on behalf of the Noteholders (as defined below) (in such capacity, “Noteholder Representative”), 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 together with Noteholder Representative, each individually an “Existing Creditor”, and collectively, the “Existing Creditors”), [***] (“New Lender”), Baker Technologies, Inc., a Delaware corporation (“Baker”), and Standard Farms LLC, a Pennsylvania limited liability company (“Borrower”). Each of the Existing Creditors, New Lender, Baker and Borrower may be referred to individually herein as a “Party” and collectively as the “Parties”.
