Amendment to Loan Documents dated March 4, 2024

Exhibit 4.7

AMENDMENT TO LOAN DOCUMENTS

THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) dated as of March _____, 2024 is made by and among MAVERICK COLLECTIVE INC., a Delaware corporation, MVRK TOBACCO MANUFACTURING LLC, a North Carolina limited liability company, MVRK TOBACCO IMPORTERS LLC, a North Carolina limited liability company, MVRK RESEARCH LLC, a North Carolina limited liability company, MVRK FARMS LLC, a Delaware limited liability company, GREENER & WILDER LLC, a North Carolina limited liability company, MVRK DISTRIBUTION LLC, a North Carolina limited liability company, MVRK HOLDINGS LLC, a North Carolina limited liability company, MVRK DISTRO LLC, a Delaware limited liability company, NORTH CAROLINA TOBACCO MANUFACTURING LLC, a Delaware limited liability company, NORTH CAROLINA TOBACCO IMPORTERS, LLC, a North Carolina limited liability company, and 21^ST CENTURY BRANDS DISTRIBUTING LLC, a Delaware limited liability company, and MAVERICK LIFESTYLE INC., a Nevada corporation (jointly and severally, the “Borrowers”), and BH GROUP, LLC, a Wyoming limited liability company (together with its successors and assigns, the “Lender”).

WHEREAS, on or about March 5, 2020, the Lender extended a loan in the principal amount of $9,750,000 (the “Loan”) to the Borrowers, as evidenced by that Secured Promissory Note in the original principal amount of the Loan (as amended, restated, supplemented or otherwise modified, including by the Note Amendment (as defined herein), the “Note”); and

WHEREAS, Maverick Lifestyle Inc. previously entered into that Amendment and Joinder to Loan Documents, dated as of July 28, 2022, pursuant to which it joined the Note and the other Loan Documents (as defined herein) as a “Borrower,” “Grantor,” and “Debtor” thereunder, as applicable, with all rights and obligations thereof, and agreed to be bound by and to pay and perform the obligations thereunder on a joint and several basis with the other Borrowers named therein; and

WHEREAS, the Borrowers and the Lender previously entered into that Amendment to Loan Documents and that Amendment to Secured Promissory Note, each dated as of January 31, 2023, pursuant to which the Lender extended the Maturity Date of the Loan and made certain other modifications to the terms of the Note; and

WHEREAS, the Loan is secured by certain collateral granted to the Lender (the “Collateral”), including, but not limited to (i) collateral granted under a Security Agreement dated as of March 5, 2020, by and among the Borrowers and the Lender (as amended or supplemented to date, the “Security Agreement”); (ii) a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by MVRK Holdings LLC, securing the Borrowers’ obligations under the Note (as amended or supplemented to date, the “Mortgage”); and (iii) any other collateral granted by Borrowers to Lender to secure Borrowers’ obligations under the Note in connection with this Amendment); and

WHEREAS, the Loan currently matures on March 5, 2024, and the Borrowers have requested that the Lender extend the maturity of the Loan; and

WHEREAS, the Lender has agreed to do so on the terms and conditions contained herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE ONE

DEFINITIONS; REPRESENTATIONS AND WARRANTIES

Section 1.1 Terms Defined.

Unless otherwise defined or modified herein, capitalized terms used herein shall have the respective meanings given in the Note.

As used herein, “Loan Documents” means, collectively, (i) the Note, (ii) the Security Agreement, and (iii) the Mortgage.

Section 1.2 Representations and Warranties of the Borrowers.

Each Borrower represents, warrants, and covenants, on a joint and several basis, to the Lender as follows:

(a) Except as the same may be qualified by any attachment hereto, the representations, warranties and covenants of each Borrower made in the Loan Documents remain true and accurate and are hereby incorporated in this Amendment by reference and reaffirmed as of the date hereof.

(b) Each Borrower has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents and no Event of Default or an event that, with the passage of time or giving of notice or both, would constitute an Event of Default exists thereunder.

(c) Each Borrower is a corporation or limited liability company, as the case may be, duly organized, qualified, and existing in good standing under the laws of the state of its organization or incorporation, and has full power and authority to consummate the transactions contemplated hereby. Each Borrower is duly qualified to do business in each state and other jurisdiction in which the character of the property owned by it or the nature of its activities causes such qualification to be necessary.

(d) The execution, delivery and performance of this Amendment and the Note Amendment (i) are within the power and authority of each Borrower, (ii) have been duly authorized by all corporate and limited liability company action of each Borrower, and (iii) are not in contravention of law, such Borrower’s Articles or Certificate of Incorporation, Articles of Formation, By-laws, Operating Agreement or the terms of any other documents, agreements or undertakings to which a Borrower is party or by which a Borrower is bound. No approval of any person, corporation, governmental body or other entity not provided herewith is a prerequisite to the execution, delivery and performance by any Borrower of this Amendment or the Note Amendment, to ensure the validity or enforceability hereof or thereof.

(e) None of (i) this Amendment, (ii) Note (as amended by the Note Amendment), (iii) the other Loan Documents, and (iv) any financial statements or other materials and related information delivered in connection herewith or therewith contained (in each case, as of its date) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, under the circumstances which they were made, not misleading.

(f)   Each of this Amendment and the Note Amendment constitutes each Borrower’s binding obligation to Lender and, together with the Note and other Loan Documents, is fully enforceable against each Borrower in accordance with their respective terms, except as may be limited by general principles of equity or by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting rights of creditors generally; and that no Borrower’s execution of this Amendment or the Note Amendment shall constitute a breach or default in any material respects of any material agreement of such Borrower with any other person or entity.

(g) Lender has a first lien on all Collateral, including under the Mortgage. Lender may enforce any such lien on the Collateral upon and after an Event of Default to the full extent of the obligations of the Borrowers to the Lender, and is not and shall not be bound by any election of remedies provisions or any other limitation on foreclosure of the Mortgage or the exercise of remedies under the Security Agreement.

ARTICLE TWO

AMENDMENT; RATIFICATION

Section 2.1 Extension of Maturity Date.

The Lender and the Borrowers have agreed to amend certain provisions of the Note, as set forth in that Amendment to Secured Promissory Note, dated on or about the date hereof and in the form attached as Exhibit A hereto (the “Note Amendment”). Immediately upon satisfaction of the conditions in Article Three below, the amendments in the Note Amendment will become effective, and reference in any Loan Document to “Note” shall be deemed to refer to the Note, as amended by the Note Amendment.

Section 2.2 Ratification and Confirmation of Obligations.

The Borrowers, on a joint and several basis, hereby ratify and confirm all of the terms and provisions of the Note (as amended by the Note Amendment) and the other Loan Documents and agree that all of such terms and provisions, as amended hereby and thereby, remain in full force and effect. Without limiting the generality of the foregoing, the Borrowers hereby acknowledge and confirm that all of the obligations owed by any Borrower to the Lender under any Loan Document are valid and enforceable and are secured by and entitled to the benefits of the Note (as amended by the Note Amendment) and the other Loan Documents, and the Borrowers hereby ratify and confirm the grant of the liens and security interests in the Collateral in favor of Lender, pursuant to the Loan Documents, as security for such obligations.

ARTICLE THREE

CLOSING CONDITIONS

Section 3.1 Closing Conditions.

The effectiveness of this Amendment and the Note Amendment (including the extension of the Maturity Date set forth therein) is subject to fulfillment of the following conditions precedent:

(a) The Borrowers shall have executed and delivered to the Lender this Amendment and the Note Amendment, all in form and substance satisfactory to the Lender in the Lender’s discretion; and

(b) All representations and warranties of the Borrowers herein and in the Loan Documents shall be true and accurate in all respects.

ARTICLE FOUR

MISCELLANEOUS

Section 4.1 Continuing Effect.

The provisions of the Loan Documents, as modified herein and by the Note Amendment, shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. All Collateral of the Borrowers shall continue to be pledged to the Lender and serve as collateral for all of the obligations of the Borrowers to the Lender. This Amendment and the Note Amendment only modify and supplement to the Loan Documents and do not novate any Loan Document. All agreements, representations and warranties contained in the Loan Documents shall survive the execution and delivery of this Amendment and the Note Amendment, and any investigation at any time made by the Lender.

Section 4.2 No Defenses.

In consideration of, among other things, the amendments set forth herein and in the Note Amendment, the Borrowers (collectively, the “Borrower Group”) acknowledge and agree that they have no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, or causes of action of any kind or nature whatsoever against the Lender, its officers, directors, employees, attorneys, legal representatives or affiliates (collectively, the “Lender Group”), directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or began prior to the execution of this Amendment and accrued, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of the Loan or any of the terms or conditions of the Loan Documents, or which directly or indirectly relate to or arise out of or in any manner are connected with the Loan or any of the Loan Documents. The Borrower Group agrees and acknowledges that regardless of any provision contained in any other agreement or document with respect to the election of remedies or requirement to undertake any other proceeding before exercising the remedies available to the Lender in the Loan Documents, the Lender is entitled to exercise any and all remedies under the Loan Documents, including any rights and remedies available to the Lender under the Mortgage, Security Agreement, and any such other provision shall be deemed waived by the Borrower Group. TO THE EXTENT ANY DEFENSES, AFFIRMATIVE OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, CLAIMS, COUNTERCLAIMS, ELECTION OF REMEDIES REQUIREMENTS, OR CAUSES OF ACTION EXIST, BORROWERS HEREBY WAIVE, DISCHARGE AND RELEASE SUCH DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, ELECTION OF REMEDIES REQUIREMENTS, AND CAUSES OF ACTION. THE BORROWER GROUP ACKNOWLEDGES AND AGREES, UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE LENDER MAY PROCEED TO ENFORCE ITS RIGHTS AND REMEDIES UNDER THE MORTGAGE AND SECURITY AGREEMENT, SUBJECT TO ANY CURE PROVISIONS SET FORTH THEREIN, AND MAY LIQUIDATE THE COLLATERAL TO SATISFY ANY AND ALL OBLIGATIONS OF THE BORROWER GROUP TO THE LENDER.

IN CONSIDERATION OF, AMONG OTHER THINGS, THIS AMENDMENT AND THE NOTE AMENDMENT, THE BORROWERS JOINTLY AND SEVERALLY RELEASE, ACQUIT AND DISCHARGE THE LENDER GROUP FROM ANY AND ALL MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, DEBTS, CONTROVERSIES, DAMAGES, JUDGMENTS, EXECUTIONS, CLAIMS (INCLUDING WITHOUT LIMITATION CROSSCLAIMS, COUNTERCLAIMS AND RIGHTS OF SET-OFF AND RECOUPMENT) AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHETHER ASSERTED OR UNASSERTED, IN CONTRACT, TORT, LAW OR EQUITY WHICH THE BORROWERS HAVE OR MAY HAVE AGAINST ANY OF THE LENDER GROUP BY REASON OF ANY ACTION, FAILURE TO ACT, MATTER OR THING WHATSOEVER ARISING FROM OR BASED ON FACTS OCCURRING PRIOR TO THE DATE HEREOF, INCLUDING BUT NOT LIMITED TO ANY CLAIM OR DEFENSE THAT RELATES TO, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, (i) THE MAKING OR ADMINISTRATION OF THE LOAN, INCLUDING WITHOUT LIMITATION SUCH CLAIMS AND DEFENSES BASED ON FRAUD, MISTAKE, DURESS, USURY OR MISREPRESENTATION, OR ANY OTHER CLAIMS BASED ON SO-CALLED “LENDER LIABILITY THEORIES”, (ii) THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS, (iii) ANY COVENANTS, AGREEMENTS, DUTIES OR OBLIGATIONS SET FORTH IN THE LOAN DOCUMENTS, (iv) ANY ACTIONS OR OMISSIONS OF ANY OF THE LENDER GROUP IN CONNECTION WITH THE INITIATION OR CONTINUING EXERCISE OF ANY RIGHTS OR REMEDY CONTAINED IN THE LOAN DOCUMENTS OR AT LAW OR IN EQUITY, (v) LOST PROFITS, (vi) LOSS OF BUSINESS OPPORTUNITY, (vii) INCREASED FINANCING COSTS, (viii) INCREASED LEGAL OR OTHER ADMINISTRATIVE FEES, OR (ix) DAMAGES TO BUSINESS REPUTATION.

Section 4.3 Miscellaneous.

This Amendment is and shall be deemed to be made under and pursuant to the laws of the State of Delaware and shall, in all respects, be governed, construed, applied and enforced in accordance with the laws of that state. In the event that any provision or clause of this Amendment conflicts with applicable law, such conflict shall not affect other provisions which can be given effect without the conflicting provisions, and to this end the provisions of this Amendment are declared to be severable. This Amendment shall be binding upon the Borrowers and their successors and assigns and shall inure to the benefit of and be enforceable by the Lender and its successors, transferees and assigns. The Borrowers have voluntarily entered into this Amendment without coercion or duress of any kind, have been duly authorized to enter into the Amendment, have authorized the signer below on their behalf, and have been or have had the opportunity to have been represented by legal counsel of their choosing. This Amendment may be executed in one or more counterparts (including by facsimile or other electronic transmission), which taken together shall constitute one single integrated agreement. Each Borrower agrees and acknowledges that while Paul Frank + Collins P.C. has represented certain of the Borrowers in the past with respect to certain other legal and regulatory matters, it is representing only the Lender in connection with this Amendment and the transactions contemplated hereby, and that Borrowers have been advised to seek and have sought independent counsel in connection with this Amendment and such transactions.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.

EXHIBIT A

Form of Amendment to Secured Promissory Note

[See Attached]

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