CONSENT AGREEMENTConsent Agreement • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Consent Agreement (the “Consent”), dated as of October 29, 2018, is made by and between ExWorks Capital Fund I, L.P., a Delaware limited partnership (“Lender”) and Hightimes Holding Corp., a Delaware corporation (“Hightimes”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS ASSET PURCHASE AGREEMENT is made and entered into effective this ____ day of October 2018, by and between Gemini Finance Corp. (the “Seller”), Chalice Holdings, Inc. (“Assignee”) and Hightimes Holding Corp. (“Hightimes”). This Asset Purchase Agreement, including all schedules and exhibits attached hereto, is referred to as the “Agreement.”
SECURITY AGREEMENT This Security Agreement is made on October [__], 2018 BETWEEN CHALICE HOLDINGS, INC. AND the Secured Party GEMINI FINANCE CORP. BackgroundSecurity Agreement • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
WHEREAS, concurrently herewith, the Debtor, Hightimes Holding Corp. (“Hightimes”), Chalice Holdings, Inc., (“Pledgor” or “Debtor”) and the Secured Party are entering into an Asset Purchase Agreement (the “Purchase Agreement”), wherein Debtor and Hightimes are purchasing the Assets (as defined in the Purchase Agreement) from the Secured Party and in exchange issuing to the Secured Party a Secured Convertible Promissory Note (the “Note,” and collectively with the Purchase Agreement, the Pledge Agreement and this Agreement, the “Transaction Documents”) in the amount of $560,000 (the “Transaction”).
Chalice Holdings, Inc. and Hightimes Holding Corp. Convertible Secured NoteConvertible Secured Note • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
FOR VALUE RECEIVED, each of Chalice Holdings, Inc., a Delaware corporation (“Chalice”) and Hightimes Holding Corp., a Delaware corporation (“Hightimes” and collectively, with Chalice the “Makers”), hereby promises to pay to the order of Gemini Finance Corp., or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, (the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
