Exhibit 10.27


 


First
amendmemt to


loan
and security agreement


 


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 First Amendment to Loan and Security Agreement (this “Amendment”)
or August 7, 2017.


 


Background


 


A.    Borrowers
and Lender are parties to a Loan and Security Agreement dated as of February 27, 2017 (the “Agreement”). Unless
defined in this Amendment, capitalized terms have the meanings set forth In the Agreement and references to “Sections”
are to sections of the Agreement.


 


B.    Borrowers
have requested certain amendments to the Agreement


 


NOW, THEREFORE. for
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


Terms
and conditions


 


1.     Amendments.


 


(A).          Section 1.5 is amended in its entirety
to read as follows:


 


Unless this Agreement is sooner
terminated upon the occurrence of an Event of Default, this Agreement will expire on either: (i) February 28, 2018 (the “Initial
Term”), or (ii) if the Extension Conditions are satisfied, on August 28, 2018 (the “Extended Term’).
The Term may be extended by the mutual written agreement of Lender and Borrowers.


 


(B). The following definitions are added to Section
2 in the appropriate alphabetical order:


 


“Extension Conditions” mean:


 


(a)    not
later than January 29, 2018, Borrowers notify Lender in writing of their intent to exercise the Extension Option; and


 






     


     


    

 


(b)    no
Default or Event of Default has occurred and is continuing beyond any applicable grace or cure period.


 


“Extension
Option” means Borrowers’ option to extend the Term by up to six (6) months.


 


“First
Amendment” means the First Amendment to Loan and Security Agreement, dated on or about August 7], 2017.


 


“Term”
means either: (i) the Initial Term, if the Extension Conditions are not satisfied, or (ii) the Extended Tenn, if the Extension
Conditions are satisfied.


 


2.    Amended
Fee Letter. Simultaneous with execution of this Amendment, Borrower will execute and deliver to Lender an Amended and Restated
Fee Letter, dated on or about the date of this Amendment (the “Amended Fee Letter” or the “Fee Letter”
as defined in the Agreement). The Amended Fee Letter amends, restates and replaces, but does not extinguish the obligations under,
the Fee Letter dated as of February 27, 2017, between the Borrowers and Lender (the “Original Fee Letter”).
Any references in any Loan Documents to the Original Fee Letter will be deemed to be references to the Amended Fee Letter.


 


3.     Condition
Precedent. It is a condition precedent to the effectiveness of this Amendment that the Guarantor executes and delivers the
Reaffirmation attached as Exhibit A.


 


4.     General
Terms.


 


(A)     Except
as amended hereby, each Borrower reaffirms and ratifies all of its obligations under the Agreement and remakes, as of the date
of this Amendment, all representations and warranties in the Agreement. Each Borrower also represents and warrants that no Event
of Default has occurred and is continuing and that each Borrower is unaware of any facts or circumstances which, with the passage
of time or the giving of notice, would be an Event of Default.


 


(B)      This
document contains the entire agreement of the parties in connection with the subject matter of this Amendment and cannot be changed
or terminated orally.


 


(C)      The
individuals signing on behalf of each of the parties represents that all necessary company action to authorize them to enter into
this Amendment has been taken, including, without limitation, any board of directors or shareholder approvals or resolutions necessary
to authorize execution of this Amendment.


 


(D)      This
Amendment may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of
such counterparts together will constitute but one and the same agreement. Further, .pdf and other electronic copies of signatures
will be treated as original signatures for all purposes.


 


(E)      If
there is an express conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will
govern and control.


 


(F)      This
Amendment will be deemed to be part of, and governed by the terms of, the Agreement.


 


[End of First Amendment to Loan and Security
Agreement – Signature page follows]


 






    2


     


    

 


[First Signature page to First Amendment
to Loan and Security Agreement]


 


	LENDER:	 
	 	 
	EXWORKS CAPITAL FUND I, L.P.,	 
	a Delaware limited partnership	 
	 	 
	By:	/s/ Andrew D. Hall    	 
	Name:	Andrew D. Hall	 
	Title:	Chief Credit Officer	 
	 	 
	BORROWERS:	 
	 	 
	HIGHTIMES HOLDING CORP.,	 
	a Delaware corporation	 
	 	 
	By:	/s/ Adam E. Levin	 
	Name: 	Adam E. Levin	 
	Title:	Chairman and Chief Executive Officer	 
	 	 
	TRANS-HIGH CORPORATION,	 
	a New York corporation	 
	 	 
	By:	/s/ Adam E. Levin	 
	Name:	Adam E. Levin	 
	Title:	Authorized Officer	 
	 	 
	HIGH TIMES PRODUCTIONS, INC.,	 
	a New York corporation	 
	 	 
	By:	/s/ Adam E. Levin	 
	Name:	Adam E. Levin	 
	Title:	Authorized Officer	 
	 	 
	CANNABIS BUSINESS DIGITAL, LLC,	 
	a New York limited liability company	 
	 	 
	By:	/s/ Adam E. Levin	 
	Name:	Adam E. Levin	 
	Title:	Authorized Officer	 


 






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[Second Signature page to First Amendment
to Loan and Security Agreement]


 


	HIGH TIMES, INC., 	 
	a New York corporation	 
	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 
	 	 
	NEW MORNING PRODUCTIONS, INC.,	 
	a New York corporation	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	HEMP TIMES, INC.,	 
	a New York corporation	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	PLANET HEMP, INC.,	 
	a New York corporation	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	THE HEMP COMPANY OF AMERICA, INC.,	 
	a New York corporation	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 






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[Third Signature page to First Amendment
to Loan and Security Agreement]


 


	HIGH TIMES CANNEX CORP.,	 
	a New York corporation	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 
	 	 	 
	HIGH TIMES PRESS, INC.,	 
	a New York corporation	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 






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EXHIBIT A 


REAFFIRMATION OF LOAN DOCUMENTS


 


While not a party to
the foregoing First Amendment to Loan and Security Agreement (the “Amendment”), the undersigned guaranteed payment
of the obligations of 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”),
owing to ExWorks Capital Fund I, L.P (“Lender”) pursuant to the terms of a Limited Guaranty dated as of February
27, 2017 (the “Guaranty”). To induce Lender to enter into the Amendment, the undersigned (1) acknowledges and
agrees that the Guaranty remains in full force and effect and is hereby ratified, confirmed and approved; (2) consents to all of
the terms and conditions of the Amendment; and (3) acknowledges and agrees that the fact that Lender has sought this reaffirmation
does not create any obligation, right, or expectation that Lender will seek their consent to or reaffirmation with respect to any
other or further agreements or modifications to the relationship between Lender and Borrowers or any other party.


 


	 	AEL IRREVOCABLE TRUST AGREEMENT
	 	 
	 	By:	 
	 	 	Edwin Hur, Trustee


 


ACKNOWLEDGMENT


 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


	STATE OF CALIFORNIA	)
	 	)ss.
	COUNTY OF________	)


 


On ____________________
before me, ___________________________, a Notary Public, personally appeared _____________, who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


  


	 	 
	Signature of Notary Public	 


 






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