ADVERTISING AGREEMENTAdvertising Agreement • October 3rd, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
This Advertising Agreement (this “Agreement”) is effective as of September 26, 2018 (the “Effective Date”) and is entered into between Hightimes Holding Corp., a Delaware corporation (“Customer”), and iHeartMedia + Entertainment, Inc., a Nevada corporation (“iHeartMedia” and, together with Customer, the “Parties”). Each party to this Agreement may also be referred to individually as a “Party.”
2nd AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 3rd, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing
SOUTHLAND PUBLISHING, INCORPORATED, a California corporation (“Southland”); CULTURE PUB, INC., a Delaware corporation (“CPI”), and HIGHTIMES HOLDING CORP., a Delaware corporation (“Hightimes”) make and enter into this 2nd Amendment to Asset Purchase Agreement (“2nd Amendment”) effective September 30, 2018. Southland, CPI and Hightimes are sometimes referred to herein separately as a “Party” and together as the “Parties”.
CONVERTIBLE NOTEConvertible Note • October 3rd, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York
This Note is issued pursuant to that certain Advertising Agreement dated as of September 26, 2018, between the Company and iHeartMedia + Entertainment, Inc., a Nevada corporation (“iHeart”) (as may be amended from time to time in accordance with the terms thereof, the “Advertising Agreement”), initially as full payment for the Initial Promotion Commitment Tranche (as defined in the Advertising Agreement), pursuant to which iHeart has committed under the Advertising Agreement to provide (on behalf of the Lender) to the Company (in its capacity as the “Customer”) certain Ad Inventory (as defined in the Advertising Agreement) having aggregate Fees (as defined in the Advertising Agreement) equal to the initial Principal Amount. Each time iHeart and Hightimes agree pursuant to Section 2.3 of the Advertising Agreement that iHeart will make a commitment to provide to Customer an additional Promotion Commitment Tranche of Ad Inventory, the Principal Amount shall be automatically increased by a
