Exhibit 10.8

PATENT SECURITY AGREEMENT

This PATENT 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”), is made by and 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 (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, COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, and JUPITER RESEARCH, LLC, an Arizona limited liability company (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 the patents and patent applications now owned or at any time hereafter acquired by such Grantor (including all goodwill associated therewith), including without limitation those patents and patent applications listed on Schedule I attached hereto and made a part hereof, and (a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (b) all income, royalties, damages and payments now and hereafter due and/or payable under and 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 (all of the foregoing patents and applications, together with the items described in clauses (a) – (d), are hereinafter individually and/or collectively referred to as the “Patent Collateral”).

3.Security Agreement. The Security Interest granted to the Secured Party herein is granted in furtherance, and not in limitation, of the security interests granted to the Secured Party pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights


and remedies of the Secured Party with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

4.Termination. Upon the full performance of the Secured Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not pending), the security interest granted herein shall terminate and the Secured Party shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patent Collateral under this Agreement.

5.Governing Law. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, will be governed by and construed in accordance with the internal laws of the State of Arizona, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona.

6.Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[SIGNATURE PAGES FOLLOW]

2


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GRANTOR:

JUPITER RESEARCH, LLC, an Arizona limited
liability company

By:

/s/ Tim Conder

Name:

Tim Conder

Title:

Chief Executive Officer

Signature Page to Patent Security Agreement


SECURED PARTY:

/s/ JORDAN GEOTAS

JORDAN GEOTAS

Signature Page to Patent Security Agreement


PATENT COLLATERAL

Title

Filing Type

Country

App. No./

Filing Date

Patent No./

Issue Date

Owner

Status

ELECTRONIC VAPORIZER

Design

U.S.

29/544,857

11/06/2015

D800,310

10/17/2017

Jupiter Research, LLC

Issued

ELECTRONIC VAPORIZER

Prov.

U.S.

62/334,124

05/10/2016

N/A

Jupiter Research, LLC

Expired

ELECTRONIC VAPORIZER

Non-Prov.

U.S.

15/591,961

05/10/2017

10,398,178

08/14/2019

Jupiter Research, LLC

Issued

ELECTRONIC VAPORIZER

Divisional

U.S.

16/513,451

07/16/2019

10,750,788

08/25/2020

Jupiter Research, LLC

Issued

ELECTRONIC VAPORIZER

Continuation

U.S.

16/986,829

08/06/2020

11,044,943

06/29/2021

Jupiter Research, LLC

Issued

ELECTRONIC VAPORIZER

Continuation

U.S.

17/359,863

06/28/2021

N/A

Jupiter Research, LLC

Awaiting Examination

METERED DISPENSING DEVICE FOR VAPE FLUID

Prov.

U.S.

62/634,289

02/23/2018

N/A

Jupiter Research, LLC

Expired

METERED DISPENSING DEVICE FOR PLANT EXTRACTS

Non-Prov.

U.S.

16/283,291

02/22/2019

10,689,243

06/03/2020

Jupiter Research, LLC

Issued


Title

Filing Type

Country

App. No./

Filing Date

Patent No./

Issue Date

Owner

Status

METERED DISPENSING DEVICE FOR PLANT EXTRACTS

Continuation

U.S.

16/876,538

05/18/2020

10,875,759

12/29/2020

Jupiter Research, LLC

Issued

METERED DISPENSING DEVICE FOR PLANT EXTRACTS

Continuation

U.S.

17/135,021

12/28/2020

11,312,612

04/26/2022

Jupiter Research, LLC

Issued

POD BASED VAPING SYSTEM

Prov.

U.S.

62/732,207

09/17/2018

N/A

Jupiter Research, LLC

Expired

METHODS AND APPARATUS FOR A POD VAPING SYSTEM

Non-Prov.

U.S.

16/573,787

09/17/2019

11,297,879

04/12/2022

Jupiter Research, LLC

Issued

ELECTRONIC VAPORIZER

Design

U.S.

29/745,661

08/07/2020

D948,783

04/12/2022

Jupiter Research, LLC

Issued

ELECTRONIC VAPORIZER

Design

U.S.

29/666,258

10/11/2018

D908278

01/19/2021

Jupiter Research, LLC

Issued

VAPORIZER

Design

U.S.

29/761,966

12/14/2020

D942,677

02/01/2022

Jupiter Research, LLC

Issued

MONOLITHIC ELECTRONIC VAPORIZER

Continuation-in-part

U.S.

17/375,952

07/14/2021

N/A

Jupiter Research, LLC

Awaiting Examination

MONOLITHIC ELECTRONIC VAPORIZER

Regional Stage

Canada

3,129,800

09/02/2021

N/A

Jupiter Research, LLC

Awaiting Examination

2


Title

Filing Type

Country

App. No./

Filing Date

Patent No./

Issue Date

Owner

Status

VAPE CARTRIDGE ASSEMBLY

Prov.

U.S.

62/844,500

05/07/2019

N/A

Jupiter Research, LLC

Expired

VAPE CARTRIDGE ASSEMBLY

Non-Prov

U.S.

16/869,337

05/07/2020

11/606,974

03/21/2023

Jupiter Research, LLC

Issued

DRY ATOMIZER

Prov.

U.S.

63/051,507

07/14/2020

N/A

Jupiter Research, LLC

Expired

DRY ATOMIZER

Non-Prov.

U.S.

17/375,942

07/14/2021

N/A

Jupiter Research, LLC

Awaiting Examination

CERAMIC VAPE ASSEMBLY

Prov.

U.S.

63/089,161

10/08/2020

N/A

Jupiter Research, LLC

Expired

CERAMIC VAPE ASSEMBLY

Non-Prov.

U.S.

17/496,336

10/07/2021

N/A

Jupiter Research, LLC

Awaiting Examination

CERAMIC VAPE ASSEMBLY

Continuation-in-part

U.S.

18/067,273

12/16/2022

N/A

Jupiter Research, LLC

Awaiting Examination

CERAMIC VAPE ASSEMBLY

Regional Stage

Canada

3,133,701

10/08/2021

N/A

Jupiter Research, LLC

Awaiting Examination

PUFFED CANNABIS FLOWER EXTRUSION PROCESS

Prov.

U.S.

63/148,671

02/12/2021

N/A

Jupiter Research, LLC

Expired

3


Title

Filing Type

Country

App. No./

Filing Date

Patent No./

Issue Date

Owner

Status

PUFFED CANNABIS FLOWER EXTRUSION PROCESS

Non-Prov.

U.S.

17/670,583

02/14/2022

N/A

Jupiter Research, LLC

Awaiting Examination

PUFFED CANNABIS FLOWER EXTRUSION PROCESS

Regional Stage

Canada

3,148,448

02/11/2022

N/A

Jupiter Research, LLC and Marcus Shotey

Awaiting Examination

VAPE CARTRIDGE ASSEMBLY

Prov.

U.S.

63/181,619

04/27/2021

N/A

Jupiter Research, LLC

Expired

VAPE CARTRIDGE ASSEMBLY

Non-Prov.

U.S.

17/690,468

03/09/2022

N/A

Jupiter Research, LLC

Awaiting Examination

VAPE CARTRIDGE ASSEMBLY

Regional Stage

Canada

3,153,713

03/30/2022

N/A

Jupiter Research, LLC

Awaiting Examination

CARTRIDGE WITH STAGNATION PRESSURE FLOW

Prov.

U.S.

63/176,034

04/16/2021

N/A

Jupiter Research, LLC

Expired

CARTRIDGE WITH STAGNATION PRESSURE FLOW

Non-Prov.

U.S.

17/690,480

03/09/2022

N/A

Jupiter Research, LLC

Awaiting Examination

CARTRIDGE WITH STAGNATION PRESSURE FLOW

Regional Stage

Canada

3,153,223

03/23/2022

N/A

Jupiter Research, LLC

Awaiting Examination

4


Title

Filing Type

Country

App. No./

Filing Date

Patent No./

Issue Date

Owner

Status

CARTRIDGE WITH CONDUCTION AND CONVECTION HEATING

Prov.

U.S.

63/196,598

06/03/2021

N/A

Jupiter Research, LLC

Awaiting Examination

CARTRIDGE WITH CONDUCTION AND CONVECTION HEATING

Non-Prov.

U.S.

17/698,231

03/18/2022

N/A

Jupiter Research, LLC

Awaiting Examination

METHODS AND APPARATUS FOR PRETREATING AN ATOMIZER

Prov.

U.S.

63/221,386

07/13/2021

N/A

Jupiter Research, LLC

Awaiting Examination

METHODS AND APPARATUS FOR PRETREATING AN ATOMIZER

Non-Prov.

U.S.

17/699,630

03/21/2022

N/A

Jupiter Research, LLC

Awaiting Examination

METHODS AND APPARATUS FOR A VAPORIZER DEVICE

Prov.

U.S.

63/221,410

07/13/2021

N/A

Jupiter Research, LLC

Expired

METHODS AND APPARATUS FOR A VAPORIZER DEVICE

Non-Prov.

U.S.

17/700,773

03/22/2022

N/A

Jupiter Research, LLC

Awaiting Examination

METHODS AND APPARATUS FOR A VAPORIZER DEVICE

Prov.

U.S.

63/221,389

07/13/2021

N/A

Jupiter Research, LLC

Expired

METHODS AND APPARATUS FOR A VAPORIZER DEVICE

Non-Prov.

U.S.

17/707,617

03/29/2022

N/A

Jupiter Research, LLC

Awaiting Examination

5


Title

Filing Type

Country

App. No./

Filing Date

Patent No./

Issue Date

Owner

Status

CARTRIDGE WITH VENTURI FLOW PATH

Prov.

U.S.

63/177,587

04/21/2021

N/A

Jupiter Research, LLC

Expired

CARTRIDGE WITH VENTURI FLOW PATH

Non-Prov.

U.S.

17/713,647

04/05/2022

N/A

Jupiter Research, LLC

Awaiting Examination

CARTRIDGE WITH CONDUCTIVE AND CONVERSION HEATING

Regional Stage

China

202210590864.8

05/27/2022

Jupiter Research Co. Ltd.

Awaiting Examination

ATOMIZER FOR GASIFIER DEVICE

Regional Stage

China

202210796324.5

07/06/2022

Jupiter Research Co. Ltd.

Awaiting Examination

METHOD AND APPARATUS FOR A VAPORIZER DEVICE

Regional Stage

China

202210796358.4

07/06/2022

Jupiter Research Co. Ltd.

Awaiting Examination

INTEGRAL ELECTRONIC VAPORIZER

Regional Stage

China

202210768314.0

07/01/2022

Jupiter Research Co. Ltd.

Awaiting Examination

DRY ATOMIZER

Regional Stage

China

202210779305.1

07/01/2022

Jupiter Research Co. Ltd.

Awaiting Examination

METHOD AND APPARATUS FOR PRE-TREATING ATOMIZER

Regional Stage

China

202210788438.5

07/06/2022

Jupiter Research Co. Ltd.

Awaiting Examination

6


Description

Filing Date

Issued Date

Patent No.

Patent Serial No.

Duration of Patent

Deadline Description

Comments

Owner

(Design) Electronic Vaporizer

5/10/2016

10/17/2017

D800310

29/544,857

10/17/2032

Issued Patent

L9 device and cartridge

Jupiter Research, LLC

(Utility) Electronic Vaporizer

5/10/2017

9/3/2019

10,398,178

15/591,961

10/31/2037

Issued Patent - 3.5 year maintenance fee due 03/03/2023

(DIV) Electronic Vaporizer

7/16/2019

8/25/2020

10,750,788

16/513,451

10/31/2037

Issued Patent - 3.5 year maintenance fee due 02/25/2024

(Continuation) Electronic Vaporizer

8/6/2020

6/29/20201

11,044,943

16/986,829

10/31/2037

Issued Patent - 3.5 year maintenance fee due 12/29/2024

(Continuation) Electronic Vaporizer

6/28/2021

 

 

17/359,863

 

Published 10/21/2021; 2021/0321669 A1

(Utility) Pod Vaping System

9/17/2019

4/12/2022

11,297,879

16/573,787

2/21/2040

Issued Patent - 3.5 year maintenance fee due 10/12/2025

Pod Cartridge

Jupiter Research, LLC

(Design) Electronic Vaporizer

10/11/2018

9/21/2020

D908,278

29/666,258

9/21/2035

Issued Patent - Expires 09/21/2035

Liquid Que Power Supply

Jupiter Research, LLC

(Utility) Metered Dispensing Device for Plant Extracts

2/22/2019

6/23/2020

10,689,243

16/283,291

2/22/2039

Issued Patent - 3.5 year maintenance fee due 12/23/2023

klik

Jupiter Research, LLC

(Continuation) Metered Dispensing Device for Plant Extracts

5/18/2020

9/10/2020

10,875,759

16/876,538

2/22/2039

Issued Patent (continuation) - 3.5 year maintenance fee due 06/29/2024

(Continuation) Metered Dispensing Device for Plant Extracts

12/28/2020

4/26/2022

11,131,612

17/135,021

2/22/2039

Issued Patent - 3.5 year maintenance fee due 10/26/2025

(Utility) Metered Dispensing Device for Plant Extracts

2/20/2020

1/24/2023

3,072,947

3,072,947

2/20/2040

Issued Patent - expires 2/20/2040

Mark Scatterday

(Utility) Infinity Cartridge for Vaping Device

5/7/2020

3/21/2023

11,606,974

16/869,337

5/20/2041

Issued Patent - expires 5/20/2041

Infinity cartridge

Jupiter Research, LLC

(Utility) Infinity Cartridge for Vaping Device

5/7/2020

 

 

3,080,502

 

Abandoned per your instruction on 08/10/2022

(Utility) Monolithic Electronic Vaporizer

9/2/2021

 

 

3,129,800

 

Filed - pending examination

Infinity Disposable

Jupiter Research, LLC

7


(Utility) Monolithic Electronic Vaporizer

9/2/2021

 

 

3,129,800

 

Filed - pending examination

(Utility) Monolithic Electronic Vaporizer

7/12/2022

 

 

EP22184338.6

 

Filed - pending examination

(Design) Monolithic Electronic Vaporizer

8/7/2020

4/12/2022

D948,783

29/745,661

4/12/2037

Issued Patent - expires 04/12/2037

(Utility) Monolithic Electronic Vaporizer

7/14/2021

 

 

17/375,952

 

Published - 2/10/2022; 2022/0039467

(Design) Monolithic Electronic Vaporizer

11/16/2020

2/5/2021

DM/212554

970072239

11/16/2035

Issued Patent (EU)

(Utility) Dry Atomizer

7/1/2022

 

 

202210779305.1

 

Filed - pending examination

Dry atomizer/empty cartridge detection

Jupiter Research, LLC

(Provisional) Dry Atomizer

7/14/2020

N/A

N/A

63/051,507

7/14/2021

Expired - 7/14/2021

(Utility) Dry Atomizer

7/14/2021

 

 

17/375,942

 

Published - 01/20/2022; 2022/0015451

(Utility) Ceramic Vape Assembly

11/1/2021

 

 

3,133,701

 

Filed - pending examination

Ceramic Assembly

Jupiter Research, LLC

(Provisional) Ceramic Vape Assembly

10/8/2020

N/A

N/A

63/089,161

10/8/2021

Expired - 10/8/2021

(Utility) Ceramic Vape Assembly

10/7/2021

 

 

17/496,336

 

Published - 04/14/2022; 2022/0110364 A1

(CIP) Ceramic Vape Assembly

12/16/2022

 

 

18/067,273

 

Published - 04/20/2023; 2023/0119648 A1

(Provisional) Puffed Cannabis Flower Extrusion Process

2/12/2021

N/A

N/A

63/148,671

2/12/2022

Expired - 2/12/2022

Formed Flower

San Li, Jordan Walker, Mark Scatterday, and Marcus Shotey

(non-Provisional) Puffed Cannabis Flower Extrusion Process

2/14/2022

 

 

17/670,583

 

Published - 08/18/2022; 2022/0256910

(Canadian) Puffed Cannabis Flower Extrusion Process

2/14/2022

 

 

6270-32-09

 

Filed - pending examination

Jupiter Research, LLC and Marcus Shoety

(Design) Liquid Medical Device

12/14/2020

2/1/2022

D942,677

29/761,966

2/1/2037

Issued Patent (USA)

Liquid Medical Device

Jupiter Research, LLC

2/9/2021

5/19/2021

DM/214262

970081191

2/9/2036

Issued Patent (EU)

2/12/2021

5/14/2021

202110730

202110730

2/12/2031

Issued Patent (Australia)

8


(Canadian) Cartridge with Adapter

3/30/2022

 

3,153,713

 

Filed - pending examination

cartridge with adapter ("pod capsule")

Jupiter Research, LLC

(Provisional) Cartridge with Adapter

4/29/2021

N/A

N/A

 

4/29/2022

Expired - 04/29/2022

(Non-Provisional) Cartridge with Adapter

3/9/2022

 

 

17/690,468

 

Published - 11/03/2022; 2022/0346444

(Canadian) Venturi Flow

3/23/2022

 

3,153,223

 

Filed - Pending examination

Stagnation Flow

Jupiter Research, LLC

(Provisional)  Stagnation Flow

4/16/2021

N/A

N/A

63/176,034

4/16/2022

Expired - 4/16/2022

(Utility)  Stagnation Flow

3/9/2022

 

 

17/690,480

 

Published - 10/27/2022; 2022/0338536

(Chinese) Venturi Flow

4/19/2022

 

 

202210408843.X

 

Filed - Pending examination

Venturi Flow

Jupiter Research, LLC

(Provisional) Venturi Flow

4/21/2021

N/A

N/A

63/177,587

4/21/2022

Expired - 4/21/2022

(Utility) Venturi Flow

4/5/2022

 

 

17/713,647

 

Published - 10/27/2022; 2022/0338548

(Chinese) Cartridge with Conduction and Convection Heating

4/19/2022

 

 

202210590864.8

 

Published - 12/06/2022; CN115428990

Conduction and Convection heating

Jupiter Research, LLC

(Provisional) Cartridge with Conduction and Convection Heating

6/3/2021

N/A

N/A

63/196,598

6/3/2022

Expired - 6/3/2022

(Utility) Cartridge with Conduction and Convection Heating

3/18/2022

 

 

17/698,231

 

Published - 12/08/2022; 2022/0386692

(Chinese) Methods and Apparatus for a Vaporizer Device

7/6/2022

 

 

202210796358.4

 

Filed - pending examination

N/A

Jupiter Research, LLC

(Provisional) HNB Progressive Heating

7/13/2021

N/A

N/A

63/221,410

7/13/2022

Expired - 7/13/2022

(Non-Provisional) Methods and Apparatus for a Vaporizer Device

3/22/2022

 

 

17/700,773

 

Published - 01/19/2023; 2023/0017870 A1

9


(Chinese) Methods and Apparatus for Pretreating an Atomizer

7/6/2022

 

 

202210788438.5

 

filed - pending examination

N/A

Jupiter Research, LLC

(Provisional) Methods and Apparatus for Pretreating an Atomizer

7/13/2021

N/A

N/A

63/221,386

7/13/2022

Expired - 7/13/2022

(non-Provisional) HNB Pretreated Container

3/21/2022

 

 

17/699,630

 

Published - 01/26/2023; 2023/0028026 A1

(Chinese) Methods and Apparatus for a Vaporizer Device

7/6/2022

 

 

202210796324.5

 

filed - pending examination

N/A

Jupiter Research, LLC

(Provisional) Methods and Apparatus for a Vaporizer Device

7/13/2021

N/A

N/A

63/221,389

7/13/2022

Expires - 7/13/2022

(Utility) Methods and Apparatus for a Vaporizer Device

3/18/2022

 

 

17/698,231

 

Published - 01/19/2023; 2023/0015267 A1

(Canada) Method of Manufacturing a Tablet for Use in an Atomizer

11/10/2022

 

 

3,181,757

 

Filed - pending examination

Flower Tablet/Pouch

Jupiter Research, LLC

(Provisional) Method of Manufacturing a Tablet for Use in an Atomizer

12/8/2021

N/A

N/A

63/287,126

12/8/2022

Expired - 12/08/2022

(Provisional) Method of Manufacturing a Bead for use in an Atomizer

4/26/2022

N/A

N/A

63/334,989

12/8/2022

Expires - 04/26/2023

(Utility) Method of Manufacturing a Vaporizable Tablet for Use in an Atomizer

11/4/2022

 

 

18/052,788

 

Filed - pending examination

(Chinese) Appratus for a Vaporizer Device

2/13/2023

 

 

202310101207.70

 

Filed - pending examination

 

Jupiter Research, LLC

(Provisional) Appratus for a Vaporizer Device

3/3/2022

N/A

N/A

63/316,159

3/3/2023

Non-provisional filed on 12/16/2022

 

Jupiter Research, LLC

(Utility) Appratus for a Vaporizer Device

12/16/2022

N/A

N/A

18/067,297

 

Filed - pending examination

 

Jupiter Research, LLC

10