Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As previously disclosed on the Current Report on Form 8-K filed on October 18, 2024, Nathaniel Christopher Kelly departed as Chief Revenue Officer of TILT Holdings Inc. (the "Company") on October 14, 2024 (the "Separation Date"). On October 25, 2024, the Company and Mr. Kelly entered into a Separation Agreement (the "Separation Agreement") effective the Separation Date. Pursuant to the Separation Agreement, Mr. Kelly is entitled to the following separation benefits:

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●	payment of his base salary for twelve months following the Separation Date;

●	accelerated vesting on the Separation Date of 281,250 of the remaining unvested restricted stock units that were scheduled to vest on March 1, 2025 and March 1, 2026 and granted to him on August 29, 2023;

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subject to his eligibility and timely election of continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), reimbursement of the difference between the amount of monthly health insurance premiums paid by him pre- and post-COBRA coverage until the earliest of (i) the 18-month anniversary of the Separation Date; (ii) the date he is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which he receives or becomes eligible to receive substantially similar health care coverage from another employer or other source; and

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waiver of the post-termination non-competition, non-interference and non-solicitation obligations set forth in the employment agreement dated December 1, 2022 between Mr. Kelly and the Company. Mr. Kelly is subject to a non-solicitation obligation of three months as set forth in the Separation Agreement.

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In exchange for the consideration provided in the Separation Agreement, Mr. Kelly agreed to release and discharge the Company and certain related parties from claims and causes of action, including arising out of or relating to his employment by the Company or his separation from the Company. The Company has also agreed to release Mr. Kelly from certain claims and causes of action arising out of or relating to his employment by the Company or his separation from the Company, other than violations of applicable federal or state criminal law or claims which a court has not approved indemnification by the Company to Mr. Kelly pursuant to the Indemnification Agreement with Mr. Kelly or has determined that indemnification is prohibited under Section 163 of the British Columbia Business Corporations Act.

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The foregoing description is qualified in its entirety by reference to the full text of the Separation Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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