0001104659-26-032112 Sample Contracts

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Intellectual Property Assignment Agreement • March 19th, 2026 • SmartKem, Inc. • Semiconductors & related devices • New York

This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (“IP Assignment”), dated as of _________, 2026, is made by SmartKem, Inc., a Delaware corporation (“Parent”) and Smartkem Ltd, a corporation organized under English law (“Assignor”), in favor of Smartkem IP LLC, a Delaware limited liability company (the “Assignee”). The Parent, Assignor and the Assignee are collectively referred to herein as the “Parties.”

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 19th, 2026 • SmartKem, Inc. • Semiconductors & related devices • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of _______, 2026, is by and among SMARTKEM, Inc., a Delaware corporation with offices located at Manchester Technology Centre, Hexagon Tower, Delaunays Road, Blackley, Manchester M9 8GQ U.K. (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • March 19th, 2026 • SmartKem, Inc. • Semiconductors & related devices • New York

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP Security Agreement”), dated __________, 2026, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of __________, in its capacity as collateral agent (the “Collateral Agent”) for the Noteholders. All capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined below).

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SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • March 19th, 2026 • SmartKem, Inc. • Semiconductors & related devices • New York

This Settlement Agreement and Release (“Agreement”), dated as of ________, 2026 (the “Effective Date”), is entered into by and among SmartKem, Inc., a Delaware corporation (“SmartKem” or the “Company”), on the one hand, and _________ (“Noteholder”), on the other hand. Each party will be referred to individually herein as a “Party” or together as the “Parties.”

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SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • March 19th, 2026 • SmartKem, Inc. • Semiconductors & related devices • New York

WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of __________, 2026, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);

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SMARTKEM, INC. WAIVER AND AMENDMENT AND TERMINATION AGREEMENT
Waiver and Termination Agreement • March 19th, 2026 • SmartKem, Inc. • Semiconductors & related devices • New York

THIS WAIVER AND TERMINATION AGREEMENT, dated as of March _____, 2026 (this “Waiver and Termination Agreement”), by and between SmartKem, Inc., a Delaware corporation (the “Company”) and the purchaser identified on the signature page hereto (the “Purchaser”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).

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GUARANTY
Guaranty • March 19th, 2026 • SmartKem, Inc. • Semiconductors & related devices • New York

This GUARANTY, dated as of March 17, 2026 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Keystone Capital Partners, LLC, a, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).

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