SENIOR SECURED CONVERTIBLE NOTEConvertible Note • February 28th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • Illinois
This Note is issued in connection with the Third Amendment to Loan and Security Agreement (“Third Amendment”), dated on or about the date set forth above, among Borrowers and Lender. Reference is made to the Agreement for the terms and conditions governing this Note, including, without limitation, the terms and conditions under which this Note may be accelerated. This Note is payable in full on the Maturity Date (defined below), is secured by the Collateral and is otherwise subject to the terms of the Agreement. Capitalized terms used but not otherwise defined in this Note have the meanings attributed to them in the Agreement.
SECOND AMENDMENT TO MERGER AGREEMENTMerger Agreement • February 28th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
This Second Amendment to Merger Agreement (this “Second Amendment”) is made and entered into as of February 28, 2018 (the “Effective Date”), by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
Third Amendment to Loan and Security AgreementLoan and Security Agreement • February 28th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
ExWorks Capital Fund I, L.P., a Delaware limited partnership (“ExWorks”) and Hightimes Holding Corp., a Delaware corporation (“Parent”), Trans-High Corporation, a New York corporation (“Trans-High”), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America, Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the “Borrowers” or individually, a “Borrower”), enter into this Third Amendment to Loan and Security Agreement (this “Third Amendment”) on February 8, 2018.
