Exhibit 10.1


 


 


 


EXECUTION COPY


 


 





AMENDING AGREEMENT TO THE RESTRUCTURING
SUPPORT AGREEMENT


AMENDING AGREEMENT, dated
as of June 15, 2021 (this “Amendment”) to the Restructuring Support Agreement (the “Support Agreement”)
dated July 10, 2020 among iAnthus Capital Holdings, Inc. (“iAnthus”), each of the subsidiaries listed on Schedule A
thereto (the “Subsidiaries”), each of the other signatories to the Support Agreement that is a Lender (as defined in
the Support Agreement), each of the other signatories to the Support Agreement that is a Consenting Debenture Holder (as defined in the
Support Agreement), and each of the other signatories to the Support Agreement by joinder agreement.


WHEREAS, pursuant to the
Support Agreement, it is a condition to closing the Recapitalization Transaction that any regulatory consents or approvals that are required
in connection with the Recapitalization Transaction (the “Regulatory Consents”) be obtained by no later than the Outside
Date, being June 30, 2021 subject to any extension as provided for in the Support Agreement;


AND WHEREAS, the Parties
have agreed to enter into a written agreement pursuant to which the Lenders and Consenting Debenture Holders will (i) provide to iAnthus
certain disclosure regarding the process for obtaining the Regulatory Consents, and (ii) to use their reasonable best efforts to settle,
on terms acceptable to the Parties, a long-term incentive plan for senior employees and management of iAnthus; and


AND WHEREAS, the Parties
to the Support Agreement have agreed to amend the Support Agreement as provided herein.


AND WHEREAS, capitalized
terms used herein which are not otherwise defined shall have the meanings given to them in the Support Agreement.


NOW
THEREFORE, for good and valuable consideration, the Parties hereto agree as follows:


		1.	Interpretation. This Amendment is an amendment to the Support Agreement. Unless the context otherwise
requires, this Amendment and the Support Agreement shall be read together and shall have effect as if the provisions hereof and thereof
were contained in one agreement. The term “Agreement” when used in the Support Agreement means the Support Agreement including
as amended by this Amendment.



		2.	Definitions. Any capitalized term used herein and in the recitals above and not defined shall have the meaning assigned to
it in the Support Agreement.



		3.	Amendment. The definition of Outside Date in Schedule B to the Support Agreement is hereby amended
to delete the words “June 30, 2021” and to replace them with the words “August 31, 2021”. Except as amended hereby,
the Support Agreement remains in full force and effect.



		4.	Counterparts. This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one
and the same agreement. Delivery of an executed counterpart of this Amendment by email shall be equally as effective as delivery of an
original executed counterpart of this Amendment.



		5.	Conflict. If any provision of this Amendment is inconsistent or conflicts with any provision of
the Support Agreement, the relevant provision of this Amendment shall prevail and be paramount.





     


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		6.	Governing Law. This Amendment shall be governed by the laws of the Province of Ontario, Canada
and the federal laws of Canada applicable thereto.



 


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The Parties have executed this Amendment effective
as of the date first written above.


COMPANY:


	IANTHUS CAPITAL HOLDINGS, INC.
	By:	(signed) “Randy Maslow”
	Name:	Randy Maslow
	Title:	Interim Chief Executive Officer & President



 


SUBSIDIARIES:


 


	S8 RENTAL SERVICES, LLC







By: (signed) “Randy Maslow”

Name: Randy Maslow

Title: President



	MPX BIOCEUTICAL ULC







By: (signed) “Julius Kalcevich”

Name: Julius Kalcevich

Title: Chief Executive Officer




	BERGAMOT PROPERTIES, LLC
 
 
 
 By: (signed) “Randy Maslow”
 Name: Randy Maslow
 Title: President

                                                                                 


                                                                                 
	IANTHUS CAPITAL MANAGEMENT, LLC
 


                                                                                 

                                                                                 
 By: (signed) “Randy Maslow”
 Name: Randy Maslow
 Title: President
 

	
    IANTHUS HOLDINGS FLORIDA, LLC

    

    

     

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    
	
    GROWHEALTHY PROPERTIES, LLC

    

    

    


    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

	
    FALL RIVER DEVELOPMENT COMPANY, LLC

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

     
	
    CGX LIFE SCIENCES INC.

    

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    



 




     


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    GTL HOLDINGS, LLC

    

    

    

By: (signed) “Randy Maslow”

Name: Randy Maslow

Title: President



	
     

    IANTHUS EMPIRE HOLDINGS, LLC

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

	
    AMBARY, LLC

    

    

    

By: (signed) “Randy Maslow”

Name: Randy Maslow

Title: President



	
    MPX LUXEMBOURG SARL

    

    

    

    By: (signed) “Julius Kalcevich”

    Name: Julius Kalcevich

    Title: Manager

    

    

	IA NORTHERN NEVADA, INC.





By: (signed) “Randy Maslow”

Name: Randy Maslow

Title: President



	
    PAKALOLO, LLC

    

    

    

By: (signed) “Randy Maslow”

Name: Randy Maslow

Title: President




	
    IANTHUS ARIZONA, LLC

    

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    
	
    S8 MANAGEMENT, LLC

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

	
    SCARLET GLOBEMALLOW, LLC

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    
	
    GHHIA MANAGEMENT, INC.

    

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

	
    MCCRORY’S SUNNY HILL NURSERY,

    LLC

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

     
	
    IA IT, LLC 

    
 

    

By: (signed) “Randy Maslow”

Name: Randy Maslow

Title: President






 




     


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    PILGRIM ROCK MANAGEMENT, LLC

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    
	
    MAYFLOWER MEDICINALS, INC.

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

	
    IMT, LLC

    

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    
	
    GREENMART OF NEVADA NLV, LLC

    

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

	
    IANTHUS NEW JERSEY, LLC

    

    

    

     

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    
	
    IA CBD, LLC

    

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    

	
    CITIVA MEDICAL, LLC

    

    

    

    

    By: (signed) “Randy Maslow”

    Name: Randy Maslow

    Title: President

    

    
	GRASSROOTS VERMONT MANAGEMENT SERVICES, LLC 





By: (signed) “Randy Maslow”

Name: Randy Maslow

Title: President




	
    FWR, INC.

    

    

    

    

    B By: (signed) “Christopher Walsh”

    Name: Christopher Walsh

    Title: Director and Authorized Officer

    

    
	 
	 	 


 




    	 



    	 



    

 


LENDERS:


	 	
    GOTHAM GREEN FUND 1, L.P.

    By: Gotham Green GP 1, LLC, as General Partner

     

     

    By: (signed) “Jason Adler”

    Name: Jason Adler

    Title: Managing Member

     



 


	 	
    GOTHAM GREEN FUND 1 (Q), L.P.

    By: Gotham Green GP 1, LLC, as General Partner

     

     

    By: (signed) “Jason Adler”

    Name: Jason Adler

    Title: Managing Member

     



 


	 	
    GOTHAM GREEN ADMIN 1, LLC

     

     

    By: (signed) “Jason Adler”

    Name: Jason Adler

    Title: Managing Member

     

     



 


	 	
    GOTHAM GREEN FUND II, L.P.

    By: Gotham Green GP II, LLC, as General Partner

     

     

    By: (signed) “Jason Adler”

    Name: Jason Adler

    Title: Managing Member

     

     



 




    	 



    	 



    

 


	 	
     

    

    GOTHAM GREEN FUND II (Q), L.P.

    By: Gotham Green GP II, LLC, as General Partner

     

     

    By: (signed) “Jason Adler”

    Name: Jason Adler

    Title: Managing Member

     

     



 


	 	
    GOTHAM GREEN CREDIT PARTNERS SPV I, L.P.

    By: Gotham Green Partners SPV I, LLC, as General Partner

     

     

    By: (signed) “Jason Adler”

    Name: Jason Adler

    Title: Managing Member

     

     



 


	 	
    GOTHAM GREEN PARTNERS SPV V, L.P.

    By: Gotham Green Partners SPV V, LLC, as General Partner

     

     

    By: (signed) “Jason Adler”

    Name: Jason Adler

    Title: Managing Member

     

     



 


	 	
    PURA VIDA MASTER FUND, LTD.

    By: Pura Vida Investments, its investment manager

     

     

    By: (signed) “Efrem Kamen”

    Name: Efrem Kamen

    Title: Managing Member

     

     



 




    	 



    	 



    

 


	 	
    PURA VIDA PRO SPECIAL OPPORTUNITY MASTER FUND, LTD.

    By: Pura Vida Pro, LLC, its investment manager

     

     

    By: (signed) “Efrem Kamen”

    Name: Efrem Kamen

    Title: Managing Member

     

     



 


	 	
    PARALLAX MASTER FUND, L.P.

    By: Parallax Volatility Advisers, L.P., its attorney in fact/investment adviser

     

     

    By: (signed) “Willaim Bartlett”

    Name: William Bartlett

    Title: CEO

     

     



CONSENTING DEBENTURE HOLDERS:


	 	
    OASIS INVESTMENTS II MASTER FUND LTD.

     

     

    By: (signed) “Alex Shoghi”

    Name: Alex Shoghi

    Title:



 


	 	
    HADRON HEALTHCARE AND CONSUMER SPECIAL OPPORTUNITIES MASTER FUND

     

     

    By: (signed) “Marco D’Attanasio”

    Name: Marco D’Attanasio

    Title: Chief Investment Officer

     



 




    	 



    	 



    

 


	 	
    SENVEST GLOBAL (KY), LP

    By: Senvest Management, LLC, its attorney in fact/investment adviser

     

     

    By: (signed) “Bobby Trahanas”

    Name: Bobby Trahanas

    Title: CCO

     

     



 


	 	
    SENVEST MASTER FUND, LP

    By: Senvest Management, LLC, its attorney in fact/investment adviser

     

     

    By: (signed) “Bobby Trahanas”

    Name: Bobby Trahanas

    Title: CCO