Form of Note Guarantee. Each Guarantor listed below (hereinafter referred to as the “Guarantors” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantors, Medicine Man Technologies, Inc. (the “Company”), Ankura Trust Company, LLC, as trustee, registrar, paying agent, and conversion agent, and Chicago Atlantic Admin, LLC, as collateral agent (the “Indenture”)), unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor and each other guarantor party to the Indenture, the obligations of the Company pursuant to the Indenture, which include without limitation: (i) prompt payment in full of the principal, premium, if any, and interest on, the Notes when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and prompt performance when due of all other obligations of the Company to the Holders, the Collateral Agent or the Trustee pursuant to the terms and conditions of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, such payment will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, redemption, or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Article 12 of the Indenture. This guarantee is a guarantee of payment and not a guarantee of collection. The obligations of each Guarantor to the Holders of the Notes, to the Trustee and to the Collateral Agent pursuant to this Guarantee and the Indenture are expressly set forth in the Indenture, including but not limited to Article 12 thereof, and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator, stockholder or agent (direct or indirect) of any Guarantor (or any such successor entity), as such, shall have any liability for any obligations of such Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee, the Collateral Agent and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes, the Trustee or the Collateral Agent, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been signed, in the name and on behalf of the Trustee under the Indenture, manually or by facsimile or other electronic imaging means by one of the authorized officers of the Trustee under the Indenture. The obligations of each Guarantor under this Guarantee shall be limited to the extent provided in Section 12.02 of the Indenture to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 12 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.
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Form of Note Guarantee. Each Guarantor listed below (hereinafter referred to as For value received, each of the “Guarantors” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantors, Medicine Man Technologies, Inc. (the “Company”), Ankura Trust Company, LLC, as trustee, registrar, paying agent, and conversion agent, and Chicago Atlantic Admin, LLC, as collateral agent (the “Indenture”)), unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, Guarantors hereby jointly and severally with unconditionally Guarantees, on a senior unsecured basis, to each other Guarantor Holder of a Note authenticated and each other guarantor party delivered by the Trustee, and to the IndentureTrustee on behalf of such Holder, the obligations due and punctual payment of the Company pursuant to the Indenture, which include without limitation: principal of (i) prompt payment in full of the principal, and premium, if any, ) and interest on(including Additional Amounts, if any) on such Note when and as the Notes when duesame shall become due and payable, whether at maturitythe Stated Maturity, by acceleration, redemption call for redemption, purchase or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and prompt performance when due of all other obligations of the Company to the Holders, the Collateral Agent or the Trustee pursuant to the terms and conditions of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, such payment will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, redemption, or otherwise, subject, however, in the case of clauses (i) such Note and (ii) above, to the limitations set forth in Article 12 of the Indenture. This guarantee is a guarantee In case of the failure of the Issuer punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and not a guarantee of collectionas the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Issuer. The obligations of each Guarantor Note Guarantee extends to the Holders Issuer’s repurchase obligations arising from a Change of Control pursuant to the Indenture. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Note or the Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of, all or any of the Notes, the effects of Bankruptcy Law applicable in the event of bankruptcy proceedings being opened with respect to the Issuer, of all or any portion of the claims of the Trustee and or any of the Holders for payment of any of the Notes, any waiver or consent by the Holder of such Note or by the Trustee with respect to the Collateral Agent pursuant to this Guarantee and the Indenture are expressly set forth in any provisions thereof or of the Indenture, including but not limited to Article 12 thereof, and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator, stockholder or agent (direct or indirect) obtaining of any Guarantor (judgment against the Issuer or any such successor entity), as such, shall have action to enforce the same or any liability for any obligations other circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creationa guarantor. Each Guarantor of the Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral, filing of claims with a court in the event of merger insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company, the benefit of discussionIssuer, protest or notice with respect to such Note or the Notes Indebtedness evidenced thereby and all demands whatsoever. This is a continuing , and covenants that this Note Guarantee and shall remain will not be discharged in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment respect of all such Note except by complete performance of the Company’s obligations under the Notes contained in such Note and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit this Note Guarantee. Each of the successors and assigns of the Trustee, the Collateral Agent and the Holders of the Notes, andGuarantors hereby agrees that, in the event of any transfer a default in payment of principal (or assignment of rights premium, if any) or interest (including Additional Amounts, if any) on such Note, whether at its Stated Maturity, by any acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of the Notessuch Note, the Trustee or the Collateral Agent, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been signed, set forth in the name and on behalf of the Trustee under the Indenture, manually or by facsimile or other electronic imaging means by one directly against each of the authorized officers of Guarantors to enforce this Note Guarantee without first proceeding against the Trustee under the IndentureIssuer. The obligations of each Each Guarantor under this Guarantee shall be limited agrees that, to the extent provided in Section 12.02 permitted by applicable law, if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Indenture Holders is prevented by applicable law from exercising its respective rights to insure accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 12 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the same meanings given in Trustee or any of the Indenture unless otherwise indicatedHolders.
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