Exhibit 10.6
TRADEMARK SECURITY AGREEMENT
TRADEMARK SECURITY AGREEMENT dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in such capacity, the “Secured Party”).
Reference is made to (a) the Secured Note Purchase Agreement dated as of May 15, 2023 (collectively, as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among JIMMY JANG, L.P., a Delaware limited partnership, BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC, an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (collectively, the “Borrowers”), TILT HOLDINGS INC., a British Columbia corporation (the “Parent”), the Secured Party, as Noteholder Representative, and the Purchasers; and (b) the Security Agreement dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Borrowers and certain subsidiaries of the Borrowers, as grantors, the other grantors from time to time party thereto, Parent, and the Secured Party. The Borrowers have agreed to sell and issue to the Purchasers certain promissory notes subject to the terms and conditions set forth in the Purchase Agreement. Each Grantor is a Borrower, an Affiliate of a Borrower, or the Parent, and is willing to execute and deliver this Agreement as a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement. Accordingly, the parties hereto agree as follows:
1.Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Purchase Agreement or the Security Agreement, as applicable. The rules of construction specified in Section 1 of the Security Agreement also apply to this Agreement.
2.Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Secured Party (for itself and for the benefit of the Purchasers) a lien and security interest (the “Security Interest”) in all of each such Grantor’s right, title and interest in, to and under all of its now owned or hereafter acquired or arising and filed (i) trademarks, trademark registrations, trade names and trademark applications, service marks, service mark registrations, service names and service mark applications, including, without limitation, the trademark registrations and trademark applications listed on Schedule I, attached hereto and made a part hereof, and (a) renewals thereof, (b) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (c) the right to sue for past, present and future infringements thereof, and (d) any rights corresponding thereto throughout the world; and (ii)the entire goodwill of such Grantor's business including but not by way of limitation such goodwill connected with and symbolized by the Trademarks (all of the foregoing trademarks, service marks, trademark and service mark registrations, trade names, service names and applications, together with the items described in clauses (a) – (d) and (ii), are hereinafter individually and/or collectively referred to as the “Trademark Collateral”).
