Exhibit 10.1


 


Certain identified information has been omitted from this document
because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate
where omissions have been made.


 


LOAN AGREEMENT


 


This Loan Agreement dated
as of August 24, 2021, is entered into by and between CGSF Group LLC (formerly known as CGV Group LLC) (“Borrower”) and
SFNY Holdings, Inc. (“Lender”).


 


RECITALS


 


WHEREAS, Borrower has requested
Lender to lend it up to the sum of Eighteen Million and No/100 Dollars ($18,000,000.00) (the “Loan Amount”) the proceeds of
which are for Borrower’s use funding Borrower’s Loan Commitment Amount, as such term is defined in that certain Amended and
Restated Loan Agreement (as may be amended, supplemented, modified and/or restated from time to time, the “CGSF Loan Agreement”),
dated as of the date hereof, by and between the Shinnecock Indian Nation, a federally recognized Indian tribe, and Little Beach Harvest
LLC, a wholly-owned corporation of the Nation, as borrowers and Borrower, as lender.


 


WHEREAS, Lender is willing
to lend the Loan Amount to Borrower upon the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, the parties hereto, intending to
be legally bound hereby, covenant and agree as follows:


 


1.             DEFINITIONS;
LOAN AND TERMS OF PAYMENT.


 


1.1           Definitions.
As used in this Agreement, the following terms shall have the following respective definitions:


 


“Business
Day” means each day other than a Saturday, a Sunday, a United States federal holiday, or other day on which commercial banks in
New York are not open for business.


 


“Closing
Date” means the date of this Agreement.


 


“Event of Default”
means any event specified in Article 8 hereof.


 


“Indebtedness”
means (a) all indebtedness for borrowed money and (b) all obligations evidenced by notes, bonds, debentures or similar
investments.


 


“Insolvency Proceeding”
means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code, as amended,
or under any other bankruptcy or insolvency law, including assignments for the benefit of creditor, formal or informal moratoria, compositions,
extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.


 


“Lender Expenses”
means all reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the preparation,
negotiation, administration, and enforcement of the Loan Documents; and Lender’s reasonable attorneys’ fees and expenses incurred
in amending, enforcing or defending the Loan Documents (including fees and expenses of appeal), incurred before, during and after an Insolvency
Proceeding or Event of Default, whether or not suit is brought.


 






    


     


    

 


“Lien” means any
mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.


 


“Loan Documents”
means, collectively, this Agreement, the Note and any other agreement entered into in connection with this Agreement, all as amended or
extended from time to time.


 


“Maturity Date”
shall mean the fifteenth anniversary of the Closing Date.


 


“Note” is defined
in Section 1.2(c).


 


“Obligations”
means all debt, principal, interest, Lender Expenses and other amounts owed to Lender by Borrower pursuant to this Agreement or any other
agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues
after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower to others that
Lender may have obtained by assignment or otherwise.


 


“Person” means
any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, association, corporation, institution,
public benefit corporation, joint stock company, estate, entity or governmental agency.


 


1.2           Credit
Extensions


 


(a)           SFNY
Loan. Subject to and upon the terms and conditions of this Agreement, on the Closing Date, Lender shall make advances to the Borrower
in an aggregate principal amount outstanding at any one time not to exceed the Loan Amount, and the Borrower may borrow under this Section 1.2(a),
repay or prepay such advances, and reborrow under this Section 1.2(a). The amounts loaned to the Borrower pursuant to the credit
facility described in this Section 1.2(a) are referred to herein as the “SFNY Loan”.


 


(b)           Repayment.
Interest and principal shall be payable in an amount and at such times as Borrower, as lender, shall have received payment under the CGSF
Loan Agreement but in any event all Obligations shall be due and payable on the Maturity Date.


 


(c)           Promissory
Note. The SFNY Loan shall be evidenced by a promissory note (the “Note”) in the principal amount of $18,000,000 and in
form and substance satisfactory to Lender.


 


1.3           Interest
Rates, Payments, and Calculations.


 


(a)           Interest
Rate. Except as set forth in Section (b), the SFNY Loan shall bear interest at a rate equal to 9.00% per annum.


 


(b)           Payments.
Borrower promises to pay to the order of Lender, in lawful money of the United States of America, the principal amount of the SFNY Loan
as provided in this Agreement plus interest on the unpaid principal amount of such SFNY Loan at rates in accordance with the terms hereof.
All payments shall be free and clear of any taxes, withholdings, duties, impositions or other charges, to the end that Lender will receive
the entire amount of any Obligations payable hereunder, regardless of the source of payment.


 






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1.4           Term.
This Agreement shall become effective on the Closing Date and shall continue in full force and effect for so long as any Obligations remain
outstanding.


 


2.             CONDITIONS
OF LOANS.


 


2.1           Conditions
Precedent to SFNY Loan. The obligation of Lender to make the SFNY Loan is subject to the conditions precedent that Lender shall have
received, in form and substance satisfactory to Lender, and, as appropriate, executed by Borrower, the following:


 


(a)          this
Agreement;


 


(b)          the
Note;


 


(c)          the
CGSF Loan Agreement, executed and delivered by the parties thereto;


 


(d)          All
corporate and other legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement
and other Loan Documents (including certified organizational documents, resolutions and incumbency certificates) shall be reasonably satisfactory
in form and substance to the Lender and its counsel, and the Lender and its counsel shall have received all information and copies of
all documents and records of all corporate and other legal proceedings which the Lender or its counsel has requested, such documents where
appropriate to be certified by proper corporate, governmental or other authorities, and in form and substance satisfactory to the Lender;


 


(e)          All
corporate, governmental and judicial consents, approvals and waivers and other third party consents, approvals and waivers required to
be obtained by the Lender or the Borrower in connection with the entry into, or performance of, this Agreement and the other Loan Documents,
shall have been obtained and, if applicable, become final and nonappealable, and shall remain in full force and effect, without the imposition
of any conditions that are not acceptable to the Lender;


 


(f)          The
Lender shall have received a borrowing notice specifying the amount of such intended borrowing; and


 


(g)          Borrower
shall from time to time execute and deliver to Lender, at the reasonable request of Lender, all other documents that Lender may reasonably
request, in form reasonably satisfactory to Lender in order to fully consummate all of the transactions contemplated under the Loan Documents.


 






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3.              [RESERVED].


 


4.              REPRESENTATIONS
AND WARRANTIES.


 


The Borrower represents and warrants to the Lender that:


 


4.1           Status.
The Borrower is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware.
The Borrower has the power and authority to own its property and assets and to transact the business in which it is engaged.


 


4.2           Power
and Authority; Enforceability. The Borrower has the power to execute, deliver and carry out the terms and provisions of the Loan Documents,
and the Borrower has taken all necessary action (including any consent of shareholders required by applicable law or by its organizational
documents) to authorize the execution, delivery and performance of the Loan Documents. The Loan Documents constitute the authorized, valid
and legally binding obligations of Borrower, enforceable against it in accordance with their respective terms, except as such enforceability
may be limited by applicable debtor relief laws and by general principles of equity.


 


4.3           No
Conflict. The execution, delivery, and performance of the Loan Documents will not constitute an event of default under any material
agreement to which Borrower is a party or by which Borrower is bound. Borrower is not in default under any material agreement to which
it is a party or by which it is bound.


 


4.4           Litigation.
There are no actions or proceedings pending by or against Borrower before any court or administrative agency in which an adverse decision
could have a Material Adverse Effect.


 


4.5           Solvency,
Payment of Debts. Borrower is solvent and able to pay its debts (including trade debts) as they mature.


 


4.6           Taxes.
Borrower has filed or caused to be filed all tax returns required to be filed, and have paid, or have made adequate provision for the
payment of, all taxes reflected therein.


 


4.7           Full
Disclosure. No representation, warranty or other statement made by Borrower in any certificate or written statement furnished to Lender
contains any untrue statement of a or omits to state a material fact necessary in order to make the statements contained in such certificates
or statements not misleading.


 


5.              AFFIRMATIVE
COVENANTS.


 


The Borrower covenants that from the Closing Date
of this Agreement until the SFNY Loan has been fully paid and no Obligations remain, it will:


 


5.1           Existence.
Borrower shall at all times preserve and keep in full force and effect its limited liability company existence and its good standing in
all states in which it is formed or required to qualified to do business.


 






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5.2           Compliance
with Law. The Borrower shall comply with all applicable laws, and obtain or maintain all permits, franchises and other governmental
authorizations and approvals necessary for the ownership, acquisition and disposition of its properties and the conduct of its business
the failure of which could reasonably be expected to result in a material adverse change.


 


5.3           Taxes.
Borrower shall make due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required
of it by law.


 


5.4           Further
Assurances. At any time and from time to time Borrower shall execute and deliver such further instruments and take such further action
as may reasonably be requested by Lender to effect the purposes of this Agreement.


 


6.              EVENTS
OF DEFAULT.


 


Any one or more of the following events shall constitute
an Event of Default under this Agreement.


 


6.1           Payment
Default. If Borrower fails to pay, when due, any of the Obligations hereunder beyond any applicable periods for cure thereof;


 


6.2           Insolvency
or Bankruptcy. If Borrower becomes insolvent, or if an Insolvency Proceeding is commenced by Borrower, or if an Insolvency Proceeding
is commenced against Borrower and is not dismissed or stayed within forty-five (45) days;


 


7.              LENDER’S
RIGHTS AND REMEDIES.


 


7.1           Rights
and Remedies. Upon the occurrence and during the continuance of any Event of Default, Lender may, at its election, without notice
of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:


 


(a)           Declare
all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided
that upon the occurrence of an Event of Default described in Section 6.2, all Obligations shall become immediately due and payable
without any action by Lender).


 


(b)           Do
such acts as Lender considers necessary or reasonable to protect its security interest in the Collateral.


 


7.2           Remedies
in General. In the event of acceleration pursuant to Section 7.1, all principal and interest, premium, fees, and other amounts
shall thereupon become and be immediately due and payable, without presentation, demand, protest, notice of protest or other notice of
dishonor of any kind, all of which are hereby expressly waived by the Borrower; and the Lender may proceed to protect and enforce its
rights under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or
otherwise. In addition to all other rights hereunder or under applicable law, the Lender shall have the right to institute proceedings
in equity or other appropriate proceedings for the specific performance of any covenant or agreement made in any of the Loan Documents
or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted
in any of the Loan Documents or by Law or otherwise. All rights and remedies given by this Agreement, the Note and the other Loan Documents
are cumulative and not exclusive of any of such rights or remedies or of any other rights or remedies available to the Lender, and no
course of dealing between Borrower, on one hand, and the Lender, on the other hand, or any delay or omission in exercising any right or
remedy shall operate as a waiver of any right or remedy, and every right and remedy may be exercised from time to time and as often as
shall be deemed appropriate by the Lender.


 






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7.3           Demand;
Protest. In the case of an Event of Default, Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice
of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts,
documents, instruments, chattel paper, and guarantees at any time held by Lender on which Borrower may in any way be liable.


 


8.             NOTICES;
ADDRESS FOR PAYMENT.


 


Unless otherwise provided
in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith
shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage
prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt
requested, or by email to Borrower or to Lender, as the case may be, at its addresses set forth below:


 


If
to Borrower:               CGSF Group LLC


c/o
TILT Holdings, Inc.


2801 E.
Camelback Rd., Suite 180


Phoenix, AZ 85016


Attn:
Legal


Email: [***]


 


If
to Lender:                    SFNY
Holdings, Inc.


c/o TILT
Holdings, Inc.


2801 E. Camelback Rd., Suite 180


Phoenix, AZ 85016


Attn : Legal


Email: [***]


 


The parties hereto may change
the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.


 


All payments shall be made
to Lender’s address for notice under this Section, or such other address as Lender may specify from time to time pursuant to this
Section.


 


9.             CHOICE
OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE.


 


9.1           Governing
Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort
or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document,
as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance
with, the law of the State of New York.


 






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9.2           Jurisdiction.
Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or
description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender, or any Related Party of the foregoing
in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than
the courts of the State of New York, and of the United States District Court for the Southern District of New York, and any appellate
court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such  courts
and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State
court or, to the fullest extent permitted by applicable law, in such federal court.  Each of the parties hereto agrees that a final
judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its
properties in the courts of any jurisdiction.


 


9.3           Waiver
of Venue. Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in Section 9.2 of this Section. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


 


10.            GENERAL
PROVISIONS.


 


10.1         Successors
and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the
parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by Borrower without Lender’s prior
written consent, which consent may be granted or withheld in Lender’s sole discretion. Lender shall have the right without the consent
of or notice to Borrower to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Lender’s
obligations, rights and benefits hereunder or under any Loan Document.


 


10.2         Indemnification.
Borrower shall defend, indemnify and hold harmless Lender and its agents and representatives against: (a) all obligations, demands,
claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and
(b) all losses or Lender’s Expenses in any way suffered, incurred, or paid by Lender as a result of or in any way arising out
of, following, or consequential to transactions between Lender and Borrower under this Agreement (including without limitation reasonable
attorneys’ fees and expenses), except for losses caused by Lender’s willful misconduct or intentional breach of this Agreement.


 


10.3         Time
of Essence. Time is of the essence for the performance of all obligations set forth in this Agreement.


 






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10.4         Severability
of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.


 


10.5         Amendments
in Writing, Integration. Neither this Agreement nor the Loan Documents can be amended or terminated orally. All prior agreements,
understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement
and the Loan Documents, if any, are merged into this Agreement and the Loan Documents.


 


10.6         Counterparts.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed
and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.


 


10.7         Survival.
All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations
remain outstanding. The obligations of Borrower to indemnity Lender with respect to the expenses, damages, losses, costs and liabilities
described in Section 10.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought
against Lender have run.


 


[SIGNATURE PAGE FOLLOWS.]


 






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IN WITNESS WHEREOF, the parties hereto have caused
this Loan Agreement to be executed as of the date first above written.


 


	 	CGSF GROUP LLC
	 	 
	 	By: Standard Farms New York, LLC
 Its: Manager
	 	 
	 	By: 	     
/s/ Gary F. Santo, Jr.
	 	Name: Gary F. Santo, Jr.
	 	Title: Authorized
    Signatory
	 	 
	 	SFNY HOLDINGS, INC.
	 	 
	 	By:	      /s/
Gary F. Santo, Jr.
	 	Name: Gary F. Santo, Jr.
	 	Title: Authorized Signatory