Exhibit 10.5


 


Certain identified information has been omitted from this document
because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate
where omissions have been made.


 





SENIOR SECURED NOTE PURCHASE AGREEMENT


 


This Senior Secured Note Purchase
Agreement (this “Agreement”), dated as of November 1, 2019, is entered into by and among JIMMY JANG, L.P., a Delaware
limited partnership (“Jimmy Jang”), BAKER TECHNOLOGIES, INC., a Delaware corporation (“Baker”),
COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (“CAC”), JUPITER RESEARCH, LLC, an Arizona limited
liability company (“Jupiter”), and each of the undersigned parties executing this agreement as a Borrower (collectively,
with their respective successors and assigns, and together with Jimmy Jang, Baker, CAC and Jupiter, collectively, the “Borrowers”
and each a “Borrower”), TILT HOLDINGS INC., a British Columbia corporation (the “Parent”), NR 1,
LLC, a Delaware limited liability company, as noteholder representative (the “Note holder Representative”) on behalf
of the purchasers (each, individually a “Purchaser,” and collectively, the “Purchasers”) named on
the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”), and the PURCHASERS. For greater certainty,
the term “Purchasers” on any given date shall mean the holders of Notes (as herein defined) as of such date of determination.


 


WHEREAS,
the Borrowers wish to issue and sell to the Purchasers, and the Purchasers wish to purchase from the Borrowers, up to U.S. Thirty-Five
Million and No/100 Dollars (U.S. $35,000,000.00) in senior secured promissory notes.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.             Definitions.
Capitalized terms not otherwise defined in this Agreement will have the meanings set forth in this Section 1.


 


1.1            “Accounts
Payable” means the accounts payable of the Borrowers and material Subsidiaries outstanding as of the date of the Initial Closing.


 


1.2            “Additional
Closing” has the meaning set forth in Section 3.2 of this Agreement.


 


1.3            “Additional
Notes” has the meaning set forth in Section 3.2 of this Agreement.


 


1.4            “Additional
Purchasers” has the meaning set forth in Section 3.2 of this Agreement.


 


1.5            “Affiliate”
shall mean, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, the specified Person. For the purposes of this definition, “Control” shall mean
the possession, directly or indirectly, of more than fifty percent (50%) of the voting equity interests and the right to exercise same.
The terms “Controlling” and “Controlled” have meanings correlative thereto.


 


1.6            “Agreement”
has the meaning set forth in the preamble to this Agreement.


 






     


     


    

 


1.7            “Applicable
Securities Legislation” means, at any time, all securities laws and the respective rules and regulations under such
laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments,
orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities applicable to the
Parent or to which it is subject.


 


1.8            “Baker”
has the meaning set forth in the preamble to this Agreement.


 


1.9            “Board”
means the Board of Directors of the Parent.


 


1.10 “Borrowers” has the meaning set
forth in the preamble to this Agreement.


 


1.11 “Business Day”
means any day of the year, other than a Saturday, Sunday or other day on which banks are required or authorized to close in Boston, Massachusetts.


 


1.12 “CAC” has the meaning set
forth in the preamble to this Agreement.


 


1.13 “Canadian
Security Agreement” means that certain Security Agreement entered into by the Parent and the Noteholder Representative.


 


1.14 “Change
of Control” means (i) any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, as amended, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or
only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more
of the Equity Interests of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent
on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has
the right to acquire pursuant to any option right); or (ii) during any period of twelve (12) consecutive months, a majority of the
members of the board of directors or other equivalent governing body of the Parent cease to be composed of individuals (i) who were
members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board
or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election
or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board
or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the
time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause
(ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent
governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or
more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board
of directors), in each case other to the extent occurring in accordance with the terms of this Agreement.


 


1.15 “Closing” has the meaning
set forth in Section 3.2 of this Agreement.


 






    2


     


    

 


1.16 “Commission” means the United States
Securities and Exchange Commission. 1.17 “Common Stock” means the Parent’s common shares, without par value.


 


1.18 “Confidential
Information” has the meaning given to such term in Section 6.19 of this Agreement.


 


1.19 “Consideration”
means the total purchase price for, being the aggregate principal amount of, the Notes purchased hereunder. The cash Consideration means
that portion of the Consideration received by the Borrowers in cash at the Closing.


 


1.20 “Constating
Documents” means: (a) with respect to a corporation, its constitution, articles or certificate of incorporation, amalgamation
or continuance or other similar documents and its by-laws (if any); and (b) with respect to a limited liability company or limited
partnership, its articles or certificate of formation or limited partnership, as the case may be, and its limited liability company or
limited partnership agreement, as the case may be, in each case as amended or supplemented from time to time.


 


1.21 “DACA
Bank” has the meaning given to such term in Section 6.15 of this Agreement.


 


1.22 “DACAs”
mean the deposit account control agreements entered into or to be entered into in respect of the bank accounts of the Parent, the Borrowers
and the Guarantors in favor of the Noteholder Representative for the benefit of the Noteholder Representative and the Purchasers, in form
and substance reasonably satisfactory to the Noteholder Representative and the Noteholder Representative, and “DACA” means
any one of them.


 


1.23 “Disposition”
means the sale, transfer, license, lease or other disposition of any Collateral (as defined in the Security Agreements) by any Loan Party
(including any Equity Interests owned by such Person).


 


1.24 “Disqualification
Event” has the meaning given to such term in Section 4.16 of this Agreement.


 


1.25 “DTC”
has the meaning given to such term in Section 10.14(c) of this Agreement.


 


1.26 “Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing.


 


1.27 “Escrow
Agent” shall mean McCarthy Tetrault or such other party reasonably acceptable to the Parent and the Noteholder Representative.


 


1.28 “Event
of Default” has the meaning given to such term in Section 9.1 of this Agreement.


 






    3


     


    

 


1.29 “Exchange” means the Canadian Securities
Exchange.


 


1.30 “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


1.31 “FCPA”
has the meaning given to such term in Section 4.20 of this Agreement.


 


1.32 “Financial
Statements” has the meaning given to such term in Section 4.19 of this Agreement.


 


1.33 “Governmental
Authority” means any national, supranational, federal, state, county, provincial, local, municipal or other government or political
subdivision thereof, whether domestic or foreign, and any agency, authority, commission, ministry, instrumentality, regulatory body, court,
tribunal, arbitrator, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers
or functions of or pertaining to any such government.


 


1.34 “Guarantor(s)”
means the Parent and each Subsidiary executing a Guaranty. For greater certainty all Subsidiaries of the Parent, direct and indirect existing
now or in the future, other than Immaterial Subsidiaries shall be required to enter into Guarantees on forms equal to the then existing
Guarantees.


 


1.35 “Guaranty”
means, collectively, those certain Guarantees executed and delivered by any Guarantor from time to time party hereto, as amended, restated,
supplemented or otherwise modified from time to time.


 


1.36 “IFRS” means International Financial
Reporting Standards.


 


1.37 “Immaterial
Subsidiary” means a Subsidiary of the Parent that at all times during and throughout the term of this Agreement (a) has
total assets equal to less than of two percent (2%) of the consolidated total assets of the Parent and its Subsidiaries or total revenues
equal to less than of two percent (2%) of the consolidated total revenues of the Parent and its Subsidiaries (based upon and as of the
date of delivery of the most recent consolidated financial statements of the Parent); and (b) does not own Equity Interests in any
Subsidiary that is not an Immaterial Subsidiary; provided that the total assets or total revenues of all the Subsidiaries that are Immaterial
Subsidiaries shall not exceed ten percent (10%) of the consolidated total assets or total revenues, as the case may be, of the Parent
and its Subsidiaries.


 


1.38 “Initial Closing” has the meaning
set forth in Section 3.1 of this Agreement.


 


1.39 “Initial
Majority Purchasers” has the meaning set forth in Section 3.1 of this Agreement.


 


1.40
 “Indebtedness” of any Person means, without duplication, (a) all indebtedness for borrowed money, whether or
not evidenced by bonds, debentures, notes or similar instruments, (b) obligations with respect to capital leases, (c) all
obligations to pay the deferred purchase price of property or services (including, without limitation, third party vendor services)
(other than trade payables incurred in the ordinary course of such Person’s business), (d) all indebtedness secured by a
Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person, (e) all
obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn) and
banker’s acceptances issued for the account of such Person, (f) all derivative obligations of such Person, (g) all
contingent liabilities in respect of any of the foregoing Indebtedness, (h) any of the foregoing Indebtedness of any
partnership or joint venture of which such Person is a general partner or joint venturer, (i) any guarantee of any of the
foregoing Indebtedness of others, and (j) all obligations to make any payment in connection with any warrants or any other
Equity Interests including any put, redemption and mandatory dividends, of such Person or any Affiliate thereof.


 






    4


     


    

 


1.41 “Indemnitee” has the meaning set
forth in Section 10.1(b) of this Agreement.


 


1.42 “Information
Certificate” has the meaning given to such term in Section 4 of this Agreement.


 


1.43 “Interest
Reserve” shall mean an unrestricted cash reserve in an amount equal to (i) one (1) quarter’s interest payments
under the Notes issued pursuant to this Agreement if the aggregate proceeds received from the sale of the Notes at the Initial Closing
are greater than or equal to U.S. Twenty Five Million and No/100 Dollars (U.S. $25,000,000.00) but less than U.S. Thirty Million and
No/100 Dollars (U.S. $30,000,000.00) or (ii) two (2) quarters’ interest payments under the Notes issued pursuant to this
Agreement if the aggregate proceeds received from the sale of the Notes at the Initial Closing and any Additional Closing are greater
than or equal to than U.S. Thirty Million and No/100 Dollars (U.S. $30,000,000. 00).


 


1.44 “Inventory”
means all of the Borrowers’ and each other Loan Party’s present and hereafter acquired inventory (as defined in the Uniform
Commercial Code) including all merchandise and inventory in all stages of production (from raw materials through work-in-process to finished
goods), and all additions, substitutions and replacements thereof, wherever located, together with all goods and materials used or usable
in manufacturing, processing, packaging or shipping of the foregoing, and all proceeds of any of the foregoing.


 


1.45 “Jimmy Jang” has the meaning set
forth in the preamble to this Agreement.


 


1.46 “Jupiter” has
the meaning set forth in the preamble to this Agreement.


 


1.47 “Jupiter
Credit Facility” means an asset-backed credit facility, with Jupiter Research as the borrower, obtained on commercially reasonable
terms and with the prior written consent of the Noteholder Representative (which consent will not be unreasonably withheld, conditioned
or delayed).


 


1.48 “Jupiter
Note Purchase Agreement” means the Junior Secured Note Purchase Agreement of even date with this Agreement by and among Jupiter
and [***] [***], [***], [***], [***] and [***].


 






    5


     


    

 


1.49 “Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having
the force of law; provided, however, that the term “Laws” expressly excludes the Controlled Substances Act, 21 USC 801 et
seq., as it applies to marijuana (including any implementing regulations, orders, rules, decrees and schedules in effect at the relevant
time) and any other U.S. federal laws, rules, regulation ordinance, order, code, judgment, decree, directive, injunction, writ or similar
action or decision regarding marijuana, generally, or which is predicated upon a violation of the Controlled Substances Act as it applies
to marijuana.


 


1.50 “Lien”
means, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.


 


1.51 “Loan
Documents” means, collectively, this Agreement, the Notes, the Guarantees, the Security Agreements, the Pledge Agreement, the
Warrants and each other agreement, instrument, document and certificate executed and delivered to, or in favor of, Noteholder Representative
and the Purchasers in connection with this Agreement.


 


1.52 “Loan
Parties” means, collectively, the Borrowers, Parent and each other Guarantor.


 


1.53 “Lockbox
Account” has the meaning set forth in Section 6.15 of this Agreement.


 


1.54 “Lockbox
Agreement” means such lockbox agreement as may be entered by CAC, the Noteholder Representative and a bank in respect of CAC’s
operating account after the date of this Agreement.


 


1.55 “Lockbox Bank” has the meaning set
forth in Section 6.15 of this Agreement.


 


1.56
 “Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties,
operations or financial condition of the Loan Parties taken as a whole, or (b) the consummation of the issuance of the Notes;
or (c) the ability of any Borrower or any other Loan Party to perform its Obligations pursuant to this Agreement or any other
Loan Document, (d) the validity, binding effect or enforceability against any Borrower or any other Loan Party of any Loan
Document to which it is a party or (e) the rights or remedies available to, or conferred upon, the Noteholder Representative or
any Purchaser under any Loan Documents; provided, however, that in no event shall there be a Material Adverse Effect as a result of
the fact or effect of the Controlled Substances Act, 21 USC 801 et seq., as it applies to marijuana (including any implementing
regulations, orders, rules, decrees and schedules in effect at the relevant time) and any other U.S. federal laws, rules, regulation
ordinance, order, code, judgment, decree, directive, injunction, writ or similar action or decision regarding marijuana, generally,
or which is predicated upon a violation of the Controlled Substances Act as it applies to marijuana.


 






    6


     


    

 


1.57 “Maturity
Date” means, with respect to each Note issued under this Agreement, the date that is thirty-six (36) months following the date
of this Agreement.


 


1.58 “NI 45-106” means National Instrument
45-106 “Prospectus Exemptions”.


 


1.59 “Noteholder
Representative” has the meaning set forth in the preamble to this Agreement.


 


1.60 “Noteholder
Representative Fee” means a per annum amount equal to 1.25% of the aggregate principal amount of Notes outstanding, payable
to the Noteholder Representative with respect to the first year following the Initial Closing Date at the Initial Closing and each Additional
Closing out of Closing proceeds with respect to the Notes issued and sold in each such Closing, and thereafter quarterly in advance commencing
on the first anniversary of the Initial Closing Date.


 


1.61 “Notes”
means the one or more promissory notes issued to each Purchaser pursuant to Section 2 of this Agreement, the form of which
is attached hereto as Exhibit A.


 


1.62 “NR
Observer” has the meaning given to such term in Section 6.19 of this Agreement.


 


1.63 “Obligations”
means and includes all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Loan Parties to Purchasers
and the Noteholder Representative of every kind and description, now existing or hereafter arising under or pursuant to the terms of this
Agreement, the Notes and the other Loan Documents, including, without limitation, all interest, fees, charges, expenses, indemnification
obligations, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Loan Parties, in each
case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a
proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition
interest) and whether or not allowed or allowable as a claim in any such proceeding.


 


1.64 “Parent” has the meaning
set forth in the preamble to this Agreement.


 


1.65 “Payoff
Letter” means that certain payoff letter dated October 28, 2019 from Bio Alpha Venture LLC and Goldrath Alpha Venture LLC.


 


1.66 “Permit”
means all permits, licenses, registrations, certificates, orders, approvals, authorizations, consents, waivers, franchises, variances
and similar rights issued by or obtained from any Governmental Authority or any other Person.


 


1.67 “Permitted
Dispositions” means (a) Dispositions of Inventory in the ordinary course of business, (b) Disposition of damaged,
surplus, worn-out or obsolete personal property, (c) Dispositions of property (other than Equity Interests of any Subsidiary) in
the ordinary course of business, to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property with a Person that is not an Affiliate of a Loan Party and (ii) the proceeds of such Dispositions are applied
to the purchase price of such replacement property within a commercially reasonable time, (d) the unwinding of hedging or swap contracts
entered into in the ordinary course of business, (e) non-exclusive
licenses or sublicenses of intellectual property and leases or subleases of real property, in each case granted to Persons that are
not Affiliates of a Loan Party in the ordinary course of business not interfering with, or impairing, in any material respect the
conduct of any Loan Party’s business or ability to fulfill its Obligations, and (f) Dispositions
of property by the Parent or a Subsidiary of the Parent to another Loan Party.


 






    7


     


    

 


1.68 “Permitted
Indebtedness” means (i) Indebtedness arising under this Agreement and the other Loan Documents, (ii) purchase money
Indebtedness of up to $500,000 per annum in aggregate across all Loan Parties for the purpose of financing all or any part of the purchase
price of property, plant or equipment used in the business of a Loan Party, provided (A) the amount of such indebtedness shall not
exceed such purchase price, (B) such indebtedness shall not be secured by any other asset other than the specific asset being financed,
and (C) such indebtedness shall be incurred within sixty (60) days after the acquisition of such asset, (iii) the endorsement
of negotiable instruments for deposit or collection in the ordinary course of business, (iv) to the extent constituting Indebtedness,
obligations in respect of any cash management arrangement and obligations in respect of netting services, overdraft protections and other
customary bank products in connection with deposit accounts, so long as such obligations are incurred in the ordinary course of business;
(v) Indebtedness in respect of letters of credit or bankers acceptances issued at the request of the Borrowers or any other Loan
Party in the ordinary course of business not to exceed $500,000 in the aggregate at any one time, (vi) Indebtedness in respect of
leases, statutory obligations, surety, stay, customs, bid and appeal bonds, performance bonds and performance and completion and return
of money guaranties, government contracts and similar obligations incurred in the ordinary course of business, not to exceed in the aggregate
$500,000 at any time outstanding, (vii) unsecured Indebtedness owed to any Person providing workers’ compensation, health,
disability or other standard employee benefits (including contractual and statutory benefits), pursuant to reimbursement or indemnification
obligations to such Person, in each case incurred in the ordinary course of business and in each case so long as the amount of such Indebtedness
is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such benefits for the year in which
such Indebtedness is incurred and such Indebtedness is outstanding only during such year, (viii) subordinated Indebtedness owing
to another Loan Party not to exceed in the aggregate $500,000 at any given time, (ix) Indebtedness under the Jupiter Credit Facility,
up to a maximum of $10,000,000, (x) Permitted Subordinated Debt, (xi) other subordinated Indebtedness in an aggregate principal
amount not to exceed U.S. Five Hundred Thousand and No/100 Dollars (U.S. $500,000.00) at any one time outstanding; and (xii) such
other Indebtedness that is consented to by the Noteholder Representative.


 


1.69 “Permitted
Liens” means (i) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate
proceedings for which adequate reserves have been established; (ii) Liens in respect of property or assets imposed by law which
were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’
Liens and other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or
which are being contested in good faith and by appropriate proceedings (and which proceedings are sufficient to prevent imminent foreclosure
of such liens); (iii) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types of social security, and other Liens to secure the performance of tenders, statutory obligations,
contract bids, government contracts, performance and return of money bonds and other similar obligations, incurred in the ordinary course
of business, whether pursuant to statutory requirements, common law or consensual arrangements; (iv) Liens in favor of the Purchasers
relating to the Private Placement; (v) Liens securing the Jupiter Credit Facility; (vi) Liens securing the Jupiter Note Purchase
Agreement; (vii) any Liens that are expressly subordinate to the Obligations in form and substance satisfactory to the Noteholder
Representative; and (viii) any other Liens that are consented to by the Noteholder Representative


 






    8


     


    

 


1.70 “Permitted
Subordinated Debt” means Indebtedness under the Jupiter Note Purchase Agreement and shall include any other Indebtedness of
a Loan Party approved in writing by the Noteholder Representation on terms reasonably acceptable to the Noteholder Representative and
subject to a Subordination Agreement.


 


1.71 “Person”
means and includes an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability
company, an unincorporated association, a joint venture or other entity or a governmental authority.


 


1.72 “Pledge
Agreement” means the Pledge Agreement dated the date hereof made by Parent in favor of the Noteholder Representative for the
benefit of the Purchasers.


 


1.73 “Post-Closing
Obligations” means the post-closing obligations set forth in Section 8.4 of this Agreement.


 


1.74 “Private
Placement” means the private placement of Notes under this Agreement.


 


1.75 “Purchasers” has the meaning set
forth in the preamble to this Agreement.


 


1.76 “Questionnaire”
has the meaning given to such term in Section 5.5 of this Agreement.


 


1.77 “Regulation D” means Rule 506
of Regulation D.


 


1.78 “Related
Parties” shall mean, with respect to any Person, such Person’s Affiliates, stockholders, partners and other holders of
Equity Interests of such Persons and the managers, administrators, trustees, partners, directors, officers, employees, agents, advisors
or other representatives of such Person and such Person’s Affiliates.


 


1.79 “Representation Letter”
has the meaning given to such term in Section 5.17 of this Agreement.


 






    9


     


    

 


1.80 “Required
Purchasers” means, at any time, Purchasers holding more than fifty per cent (50%) of the aggregate principal amount of the
outstanding Notes at such time.


 


1.81 “Responsible
Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief
executive officer, president, vice president (or the equivalent thereof), chief financial officer or treasurer.


 


1.82 “Schedule
of Purchasers” has the meaning set forth in the preamble to this Agreement.


 


1.83 “Securities
Act” means the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as
amended.


 


1.84 “Security
Agreements” means, collectively, those certain security agreements executed and delivered by any Loan Party from time to time
party hereto, as amended, restated, supplemented or otherwise modified from time to time including without limitation, the U.S. Security
Agreement, the Canadian Security Agreement, the Pledge Agreement and the Lockbox Agreement.


 


1.85 “Solvent”
means, at any time with respect to any Person, that at such time the assets and properties of such Person at a fair valuation are greater
than the liabilities of such Person.


 


1.86 “Statutory
Lien” means, with respect to any property, any mechanics’, workmen’s, repairmen’s, laborer’s, materialmen’s,
suppliers’, warehousemen’s liens or similar Liens arising by operation of law and not constituting a Permitted Lien.


 


1.87 “Subordination
Agreement” means (i) that certain Subordination and Intercreditor Agreement by and among the Noteholder Representative,
on behalf of and for the benefit of the Purchasers, and [Redacted], [Redacted], [Redacted], [Redacted], [Redacted] [Redacted] and (ii) any
other subordination agreement with respect to Permitted Subordinated Debt that the Noteholder Representative may approve.


 


1.88 “Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which
such Person owns, directly or indirectly, more than fifty percent (50%) of the voting securities thereof. Except when the context requires
otherwise, the term “Subsidiary” shall be deemed to refer to a Subsidiary of the Parent.


 


1.89 “Taxes”
means all income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties or similar liabilities with
respect thereto.


 


1.90 “Term
Sheet” means the term sheet dated October 10, 2019 in respect of the Private Placement.


 






    10


     


    

 


1.91 “Trading
Affiliates” has the meaning given to such term in Section 5.10 of this Agreement.


 


1.92 “U.S.
Security Agreement” means that certain Security Agreement entered into by the Borrowers, the Guarantors and the Noteholder Representative.


 


1.93 “Warrants”
means those certain Warrants delivered to the Purchasers at each Closing for the purchase of Common Stock of the Parent.


 


1.94 “Warrant
Shares” means the shares of Common Stock issuable upon exercise of or otherwise pursuant to such Warrants.


 


1.95 “White
Haven Debt” means all of the outstanding indebtedness and obligations, including principal, interest, fees, expenses and any
prepayment premium, owing under (i) that certain Loan Agreement, dated as of April 29, 2019, by and among Standard Farms LLC,
a Pennsylvania limited liability company, White Haven RE LLC, a Pennsylvania limited liability company, the Guarantors (as defined therein),
Bio Alpha Venture LLC, a Pennsylvania limited liability company, and Goldrath Alpha Venture LLC, a Delaware limited liability company,
and the Lenders (as defined therein), which as of October 31, 2019 was U.S. Twenty Million Three Hundred Five Thousand Two Hundred
Nine and 50/100 Dollars (U.S. $20,305,209.50).


 


2.             Terms
of the Notes and Warrants; Fees.


 


2.1            Purchase
and Sale of Notes and Warrants. In exchange for the Consideration paid by each Purchaser, the Borrowers will sell and issue to such
Purchaser one or more Notes and Warrants. Each Note will have an original principal amount equal to the Consideration paid by such Purchaser
for such Note, as set forth opposite such Purchaser’s name on the Schedule of Purchasers. Each Purchaser will receive a Warrant
to purchase eighteen (18) shares of Parent Common Stock for every US$10 principal amount of the Note purchased by such Purchaser. These
Warrants will have an exercise price of CDN$0.33.


 


2.2            Security.
The Note and the Obligations of the Borrowers hereunder and the obligations of the Loan Parties under this Agreement and the other Loan
Documents will be (a) secured by a security interest in all of the assets of the Loan Parties, as more fully set forth in the Security
Agreements and (b) guaranteed, as set forth in the Guarantees.


 


2.3            Interest;
Payment. The Notes shall provide that the outstanding principal amount of the Notes will be due and payable by the Borrowers on the
Maturity Date. Interest on the Notes will be computed and payable as provided in the terms thereof. Notwithstanding anything contained
herein to the contrary, at any time, the Borrowers may prepay the Notes, in full or in part, without penalty (together with any reasonable
transaction costs incurred by the Purchasers in connection with such prepayment) on a pro rata basis. The Parent shall deliver to the
Noteholder Representative a written notice of their intention to prepay all or a portion of the Notes, which notice shall state the amount
of the prepayment and the prepayment date. Any prepayment shall be accompanied by all accrued and unpaid interest on the principal amount
being prepaid.


 






    11


     


    

 


2.4            Taxes.
Any and all payments by the Borrowers under this Agreement or under the Notes or by the Guarantors under the Guarantees shall be made
free and clear of and without deduction or withholding for any Taxes except as required by applicable Laws. If any of the Borrowers or
the Guarantors shall be required to deduct or withhold any Taxes from or in respect of any amount payable under this Agreement or under
the Notes or any other Loan Document, then the relevant Borrower or Guarantor shall make such deduction or withholding and shall pay the
full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Laws, and the sum payable by the
applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions
and withholdings applicable to additional sums payable under this Section) the applicable Purchaser receives an amount equal to the sum
it would have received had no such deduction or withholding been made.


 


3.            Closing.


 


3.1            Closing.
Each Closing of the sale of Notes and Warrants in return for the Consideration paid by each Purchaser participating therein will take
place remotely via the exchange of documents and signatures. The initial Closing will occur on the date of this Agreement, or at such
other time and place as the Borrowers and the Purchasers purchasing a majority-in-interest of the aggregate principal amount of the Notes
to be sold at such initial Closing (the “Initial Majority Purchasers”) agree upon orally or in writing (which time
and place are designated as the “Initial Closing”). At each Closing, each Purchaser participating therein will deliver
such Purchaser’s allocable portion of the Consideration to the Borrowers and the Borrowers will deliver to each such Purchaser one
or more executed Notes and Warrants in return therefor. The aggregate principal amount of Notes that shall be issued and sold under this
Agreement at the Initial Closing, and accordingly the aggregate cash Consideration for such Notes, shall be at least U.S. Twenty Five
Million and No/100 Dollars (U.S. $25,000,000. 00).


 


3.2            Additional
Closing. At such time and place as the Noteholder Representative may elect (which time and place are designated as the
 “Additional Closing”; provided that the Additional Closing shall be held no more than forty-five (45) days
following the date of the Initial Closing), in each case in the sole and absolute discretion of the Noteholder Representative, the
Company shall sell, on the same terms and conditions as those contained in this Agreement, up to an additional principal amount of
Notes equal to (i) U.S. Thirty-Five Million and No/100 Dollars (U.S. $35,000,000.00) minus (ii) the aggregate principal
amount of all Notes sold at the Initial Closing (collectively, the “Additional Notes”) together with Warrants
representing the same coverage provided for at the Initial Closing, to one or more purchasers approved by the Noteholder
Representative (the “Additional Purchasers”) that are “accredited investors” (as such term is defined
in Rule 501 of Regulation D promulgated under the Securities Act); provided that each Additional Purchaser shall become
a party to this Agreement by executing and delivering to the Company a counterpart signature page to this Agreement. Any
Additional Purchaser so acquiring Additional Notes shall be considered a “Purchaser” for purposes of this
Agreement, and any Additional Notes so acquired by such Additional Purchaser shall be considered “Notes” for
purposes of this Agreement and all other agreements contemplated hereby. The Schedule of Purchasers shall be updated to reflect the
Additional Notes purchased at each such Additional Closing and the Additional Purchasers. The term “Closing”
shall be defined to include the Initial Closing and the Additional Closing unless otherwise specified.


 






    12


     


    

 


3.3            Noteholder
Register. The Noteholder Representative will maintain a register of noteholders and will update the same from time to time.


 


4.            Representations
and Warranties of the Borrowers. In connection with the transactions contemplated by this Agreement, the Borrowers, jointly and severally,
hereby represent and warrant as of each Closing, to the Purchasers as follows, except as set forth on that certain Information Certificate
provided to the Noteholder Representative by Borrowers (the “Information Certificate”):


 


4.1            Due
Organization; Qualification and Good Standing. Each Borrower is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization and has all requisite corporate, company or partnership (as applicable) power and authority to
carry on its business as now conducted. Each Borrower is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify or to be in good standing would have a Material Adverse Effect. Schedule 4.1 sets forth the
name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation or organization of, and the type of
each Subsidiary, if any, of the Borrowers and the other Loan Parties.


 


4.2            Authorization
and Enforceability. All corporate, company or partnership (as applicable) action has been taken on the part of the Loan Parties necessary
for the authorization, execution and delivery of this Agreement and the Loan Documents.


 


4.3            Binding
Obligations. Each Loan Document constitutes the legal, valid and binding obligation of the Parent and each other Loan Party, as applicable,
enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law
or in equity).


 


4.4            No
Conflicts. The execution, delivery and performance by the Borrowers of the Loan Documents to which it is a party and the
consummation by the Borrowers of the transactions contemplated hereby or thereby do not (i) violate any provision of the
certificate or articles of incorporation, bylaws or other organizational or charter documents of the Borrowers or any Loan Party,
(ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, result in the creation of any Lien upon any of the properties or assets of the Borrowers or any Loan Party or give to others
any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt or other instrument (evidencing a Borrower or Subsidiary debt or otherwise) or other written
understanding to which the Borrowers or any Loan Party are a party or by which any property or asset of the Borrowers or any Loan
Party are bound, or affected, or (iii) except for Federal Cannabis Laws, conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the
Borrower or any Loan Party is subject (including federal and state securities laws and regulations and the rules and
regulations, assuming the correctness of the representations and warranties made by the Purchasers herein, of any self-regulatory
organization to which the Borrowers or their securities are subject), or by which any property or asset of the Borrowers or any Loan
Party are bound or affected, except in the case of clause (ii) or clause (iii) such as would not have a Material Adverse
Effect.


 






    13


     


    

 


4.5            Binding
Obligations. Each Loan Document constitutes the legal, valid and binding obligation of the Parent and each other Loan Party, as applicable,
enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of
equitable remedies.


 


4.6            Governmental
Approvals. The execution, deliver and performance by the Parent and each other Loan Party, as applicable, of this
Agreement and the other Loan Documents to which the Borrowers are or are to become a party and the transactions contemplated hereby
and thereby do not require the approval or consent of or filing with, any governmental agency or authority other than those already
obtained and other than any approval or consent in connection with or pursuant to Federal Cannabis Laws.


 


4.7            Filings,
Consents and Approvals. No Borrower nor any other Loan Party is equired to obtain any material consent, waiver, authorization or
order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution, delivery and performance by such Borrower or such Loan
Party of the Loan Documents (including the issuance of the Notes), other than (i) filings required by applicable state
securities laws, (ii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the
Securities Act, and (iii) those contemplated by the Loan Documents or already obtained.


 


4.8            Issuance
of the Notes. The Notes have been duly authorized and, when issued and paid for in accordance with the terms of the Loan
Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on
transfer provided for in the Loan Documents or imposed by applicable securities laws, and shall not be subject to preemptive or
similar rights. The Warrants have been duly authorized and, when issued in accordance with the terms of the Loan Documents, will be
duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Loan Documents or
imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares
issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the
Loan Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other
than restrictions on transfer provided for in the Loan Documents or imposed by applicable securities laws, and shall not be subject
to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in
this Agreement, the Notes, the Warrants and the Warrant Shares will be issued in compliance with all applicable federal and state
securities laws. As of the Closing, the Parent shall have reserved from its duly authorized capital stock not less than one hundred
percent (100%) of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account
any limitations on the exercise of the Warrants set forth in the Warrants).


 






    14


     


    

 



 





4.9            Taxes;
Governmental Charges. Each Loan Party has timely filed or caused to  be timely filed all material federal, state, province
and foreign income tax returns which are required to be filed, and has paid or cause to be paid all taxes as shown on such returns
or on any assessments received by it to the extent that such taxes have become due, except for such taxes and assessments as are
being contested in good faith in appropriate proceedings and reserved for in accordance with IFRS.


 


4.10          Absence
of Financing Statements. Except as set forth on Schedule 4.10 hereto, none of the Loan Parties is subject to any Liens other
than Permitted Liens and there are no acts, circumstances or conditions known to the Loan Parties that may result in any Liens other than
Permitted Liens. The Liens granted to the Purchasers and the Noteholder Representative pursuant to the Loan Documents are fully perfected
first priority Liens in and to the collateral described therein, subject only to Permitted Liens.


 


4.11           Solvency. Each Loan Party is Solvent.


 


4.12           Permits.
Each Borrower has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted
by it, the lack of which would have a Material Adverse Effect, and each Borrower is not in default in any material respect under any of
such franchises, permits, licenses or other authority.


 


4.13          Capitalization.
Each Borrower is a wholly-owned direct or indirect subsidiary of the Parent. Except as set forth on the Information Certificate, there
are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights)
or agreements, orally or in writing, to purchase or acquire from a Borrower any Equity Interests of such Borrower or any securities convertible
into or exchangeable for Equity Interests of such Borrower.


 


4.14          Litigation.
Except as set forth in the Information Certificate, there is no action, suit, proceeding or investigation pending or, to the Borrowers’
knowledge, currently threatened in writing against any Loan Party that questions the validity of the Loan Documents or the right of any
Loan Party to enter into the Loan Documents, or to consummate the transactions contemplated thereby, or that might result, if determined
adversely to any Borrower, in a Material Adverse Effect, or in any material change in the current equity ownership of any Borrower.


  


4.15          Intellectual
Property. To each Borrower’s knowledge, it owns or possesses or believes it can acquire on commercially reasonable terms sufficient
legal rights to all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames,
copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property
rights, subject matter of any of the foregoing, tangible
embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and any and all such cases as are necessary to such
Borrower in the conduct of such Borrower’s business as now conducted and as presently proposed to be conducted without any known
conflict with, or infringement of, the rights of others. No Borrower is aware of having received any communications alleging that such
Borrower has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights,
trade secrets, mask works or other proprietary rights or processes of any other person.


 






    	 	15	 



     


    

  


4.16          Bad
Actor Disqualification. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities
Act (a “Disqualification Event”) is applicable to the Borrowers or, to the Borrowers’ knowledge, any person
listed in the first paragraph of Rule 506(d)(1), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv)
or (d)(3), is applicable.


 


4.17          Certain
Transactions. Except as set forth in the Information Certificate, no Borrower is indebted, directly or indirectly, to any of its directors,
officers or employees or, to the Borrowers’ knowledge, to their respective spouses or children or to any Affiliate of any of the
foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or for other customary
employee benefits made generally available to all employees.


 


4.18          Leased
Property. With respect to the property and assets such Borrower leases, each Borrower is in material compliance with such leases and,
to its knowledge, holds a valid leasehold interest.


 


4.19          Financial
Statements. Each Borrower has delivered to the Purchasers its unaudited financial statements as of June 30, 2019 and for the
six-month period then ended (collectively, the “Financial Statements”). The Financial Statements have been prepared
in accordance with IFRS applied on a consistent basis throughout the periods indicated. Except as set forth in the Financial Statements,
none of the Loan Parties has any Indebtedness other than (i) Permitted Indebtedness and (ii) Indebtedness of a type or nature
not required under IFRS to be reflected in the Financial Statements. The Financial Statements fairly present in all material respects
the financial condition and operating results of each Borrower as of the dates, and for the periods, indicated therein. Each Borrower
maintains and will continue to maintain a standard system of accounting. Since June 30, 2019, no event or circumstance which could
reasonably be expected to result in a Material Adverse Effect has occurred.


 


4.20          Foreign
Corrupt Practices Act. No Borrower nor to Borrowers’ knowledge, any of such Borrower’s directors, officers,
employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything
of value to or for the benefit of any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices
Act of 1977, as amended (the “FCPA”)), foreign political party or official thereof or candidate for foreign
political office for the purpose of (i) influencing any official act or decision of such official, party or candidate,
(ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign
   governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and
(iii) above in order to assist such Borrower or any of its Affiliates in obtaining or retaining business for or with, or
directing business to, any person. No Borrower nor to Borrowers’ knowledge, any of such Borrower’s directors, officers,
employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of
funds or received or retained any funds in violation of any law, rule or regulation. Neither any Borrower nor, to the
Borrowers’ knowledge, any of its officers, directors or employees are the subject of any allegation, voluntary disclosure,
investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law.


 






    	 	16	 



     


    

 


4.21          Finance
Lender Representations. Each Borrower’s Board of Directors, Board of Managers, manager, managing member, General Partner or
equivalent governing body, person or entity, as the case may be, has approved the Loan Documents based upon a reasonable belief that the
transactions contemplated thereby are appropriate for such Borrower after reasonable inquiry concerning such Borrower’s financing
objectives and financial situation.


 


4.22         Disclosure.
Each Borrower has made available to the Purchasers all the information reasonably available to such Borrower that any Purchaser has requested
for deciding whether to acquire its Note. No representation or warranty of any Borrower contained in this Agreement contains any untrue
statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact
that the Borrowers have not been requested to deliver a private placement or similar memorandum or any written disclosure of the types
of information customarily furnished to purchasers of securities.


 


5.             Representations,
Warranties and Acknowledgements of the Purchasers. In connection with the transactions contemplated by this Agreement, each Purchaser
participating in a Closing, severally and not jointly, hereby represents, warrants and acknowledges as of such Closing to the Borrowers
and the Parent as follows:


 


5.1             Authorization.
Each Purchaser has full power and authority (and, if such Purchaser is an individual, the capacity) to enter into this Agreement and
to perform all obligations required to be performed by it hereunder. This Agreement, when executed and delivered by each Purchaser, will
constitute such Purchaser’s valid and legally binding obligation, enforceable in accordance with its terms, except (a) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application
affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies.


 


5.2            Purchase
Entirely for Own Account. Each Purchaser acknowledges that this Agreement is made with such Purchaser in reliance upon such Purchaser’s
representation to the Borrowers, which such Purchaser confirms by executing this Agreement, that the Notes will be acquired for investment
for such Purchaser’s own account, not as a nominee or Noteholder Representative (unless otherwise specified on such Purchaser’s
signature page hereto), and not with a view to the
resale or distribution of any part thereof, and that such Purchaser has no present intention of selling, granting any participation in,
or otherwise distributing the same. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any
contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third
person, with respect to the Notes. If other than an individual, each Purchaser also represents it has not been organized solely for the
purpose of acquiring the Notes.


 






    	 	17	 



     


    




 





 


5.3             No
Conflicts. The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser
of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Purchaser,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
such Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on the ability of such Purchaser to perform its obligations hereunder.


 


5.4             Investment
Intent. Such Purchaser understands that the Notes and the  Warrants are “restricted securities” and have not
been registered under the Securities Act or any applicable state securities law and is acquiring the Notes and the Warrants and,
upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise thereof as principal for its own account and
not with a view to, or for distributing or reselling such Notes or any part thereof in violation of the Securities Act or any
applicable state securities laws; provided, however, that by making the representations herein, such Purchaser does not agree to
hold any of the Notes for any minimum period of time and reserves the right, subject to the provisions of this Agreement, at all
times to sell or otherwise dispose of all or any part of such Notes, Warrants or Warrant Shares pursuant to an effective
registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable
federal and state securities laws. Such Purchaser is acquiring the Notes and the Warrants hereunder in the ordinary course of its
business. Such Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to
distribute or effect any distribution of any of the Notes (or any securities which are derivatives thereof) or the Warrants to or
through any person or entity; such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an
entity engaged in a business that would require it to be so registered as a broker-dealer.


 


5.5             Purchaser
Status. At the time such Purchaser was offered the Notes, it was, on  each date on which it purchases Notes it will be, and
on each date on which it exercises the Warrants it will be, an “accredited investor” as defined in Rule 501(a) under
the Securities Act. Each Purchaser shall complete, execute and deliver to Borrowers and Parent an investor questionnaire (in form acceptable
to Borrowers and Parent, a “Questionnaire”) in which it shall, among other things, specifically represent and warrant
that it qualifies as an accredited investor under Rule 501 of Regulation D, and in all respects, as of the Closing.


 






    	 	18	 



     


    

 


5.6             Residency.
Such Purchaser has, if an entity, its principal place of business or,  if an individual, its primary residence in the jurisdiction
set forth immediately below such Purchaser’s name on the signature pages hereto.


 


5.7             General
Solicitation. Such Purchaser is not purchasing the Notes or the  Warrants as a result of any advertisement, article, notice
or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general advertisement.


 


5.8             Experience
of Such Purchaser. Such Purchaser, either alone or together with  its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in
the Notes and the Warrants, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic
risk of an investment in the Notes and the Warrants and, at the present time, is able to afford a complete loss of such investment.


 


5.9            Access
to Information. Such Purchaser acknowledges that it has been afforded  (i) the opportunity to ask such questions as it
has deemed necessary of, and to receive answers from, representatives of the Borrowers concerning the terms and conditions of the offering
of the Notes and the merits and risks of investing in the Notes; (ii) access to information about the Borrowers and the Loan Parties
and their respective financial condition, results of operations, business, properties, management and prospects (other than material
non-public information) sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Borrowers possesses or can acquire without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such
Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy
and completeness of the Borrower’s and each other Loan Party’s representations and warranties contained in the Loan Documents.
Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect
to its acquisition of the Notes.


 


5.10           Certain Trading Activities. Other than
with respect to the transactions  contemplated herein, since the earlier to occur of (i) the time that such Purchaser was
first contacted by the Borrowers or any other Person regarding the transactions contemplated hereby and (ii) the tenth day
prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the
transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or
information concerning such Purchaser’s investments, including in respect of the Notes, and (z) is subject to such
Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading
Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such
Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Borrowers (including, without
limitation, any Short Sales involving the Borrowers’ securities). Notwithstanding the foregoing, in the case of a Purchaser
and/or Trading Affiliate that is, individually or collectively, a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the
portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement.
Other than to other Persons party to this Agreement, disclosures to potential co-investors or as otherwise consented to by the Borrowers,
such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence
and terms of this transaction).


 






    	 	19	 



     


    

  


5.11          Brokers
and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim
against or upon any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered
into by or on behalf of any Purchaser.


 


5.12          Independent Investment
Decision. Such Purchaser has independently  evaluated the merits of its decision to purchase Notes pursuant to the Loan
Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal
counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on
behalf of the Borrowers to the Purchaser in connection with the purchase of the Notes constitutes legal, tax or investment advice.
Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of the Notes. Such Purchaser understands that the Noteholder Representative has acted
solely as the Noteholder Representative of the Borrowers in this placement of the Notes and such Purchaser has not relied on the
business or legal advice of the Noteholder Representative or any of its agents, counsel or Affiliates in making its investment
decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in
connection with the transactions contemplated by the Loan Documents.


 


5.13           Reliance
on Exemptions. Such Purchaser understands that the Notes being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and that the Borrowers are relying in part upon the truth
and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings
of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to
acquire the Notes.


 


5.14          No Governmental
Review. Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Notes or the fairness or suitability of the investment in the Notes nor have
such authorities passed upon or endorsed the merits of the offering of the Notes.


 






    	 	20	 



     


    

  


5.15           Offering
Documents. Such Purchaser has not relied upon any investor presentation. Other than the Term Sheet, such Purchaser has not received
or been provided with, nor has it requested, any offering memorandum, prospectus, sales or advertising literature, or any other document
describing or purporting to describe the business and affairs of the Loan Parties which has been prepared for delivery to, and review
by, prospective purchasers in order to assist them in making an investment decision in respect of the Notes.


 


5.16           No
Prospectus. No securities commission or similar regulatory authority has reviewed or passed on the merits of the Notes, the Warrants
or the Warrant Shares; there is no government or other insurance covering the Notes, the Warrants or the Warrant Shares; there are risks
associated with the purchase of the Notes; and there are restrictions on the Purchaser’s ability to resell the Notes, the Warrants
and the Warrant Shares and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them
before selling the securities.


 


5.17           Accredited
Investor. (i) Unless it is purchasing the Notes under Section 5.19, the Purchaser is purchasing the Notes as principal
for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of
all or any of the Notes and the Purchaser (A) is an “accredited investor”, as such term is defined in NI 45-106 or as
defined in section 73.3(1) of the Securities Act (Ontario); (B) was not created and is not being used solely to purchase
or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor”
in NI 45-106; (C) will concurrently execute and deliver at or before the Closing a representation letter (“Representation
Letter”) in standard form pursuant to which it shall specifically represent and warrant that one or more of the accredited investor
categories pursuant to NI 45-106 correctly, and in all respects, describes the Purchaser.


 


5.18          Acting
on Behalf of Beneficial Purchaser. If such Purchaser is not purchasing the Notes as principal, it is duly authorized to enter into
this Agreement and to execute and deliver all documentation in connection with the purchase on behalf of each beneficial purchaser, each
of whom is purchasing as principal for its own account, not for the benefit of any other person, and not with a view to the resale or
distribution of all or any of the Notes, it acknowledges that the Borrowers and/or the Parent may be required by law to disclose to certain
regulatory authorities the identity of each beneficial purchaser of Notes for whom it may be acting, and it shall complete a Representation
Letter on behalf of each beneficial purchaser.


 


5.19           Offshore
Purchasers. If such Purchaser or any other purchaser for whom it is acting hereunder is resident in or otherwise subject to the applicable
securities laws of a jurisdiction outside of Canada and the United States, there are prospectus and registration exemptions in such other
jurisdiction such that the purchase of Notes by such Purchaser shall not trigger a requirement in such other jurisdiction for the Borrowers
or the Parent to file a prospectus, registration statement or similar document. Any such Purchaser shall execute and deliver a Representation
Letter as if it is a resident of Canada and a Questionnaire.


 






    	 	21	 



     


    

 


5.20           Filings.
If required by applicable securities laws, regulations, rules, policies or orders or by any securities commission, stock exchange or other
regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Loan Parties in filing, such reports, undertakings
and other documents with respect to the issue of the Notes, the Warrants and the Warrant Shares;


 


6.              Affirmative
Covenants.


 


6.1             Notice
Requirements. The Borrowers shall promptly deliver to the
  Noteholder Representative (i) after any officer of Parent or another Loan Party knows that any Event of Default under any
term or provision of the Loan Documents, written notice of the occurrence of any such Event of Default, including a statement of a
Responsible Officer setting forth details of such Event of Default and the action which any Borrower or any other Loan Party has
taken or proposes to take with respect thereto; and (ii) written notice of any litigation, legal or governmental proceedings or
dispute pending or threatened against any Loan Party (A) involving amounts in excess of U.S. $250,000.00, (B) seeking to
enjoin, either directly or indirectly, the execution, delivery or performance by any Borrower and any other Loan Party of the Loan
Documents or the transactions contemplated thereby, or (C) would reasonably be expected to result in a Material Adverse
Effect.


 


6.2             Government
Charges and Other Claims. Each Borrower and each other Loan Party shall pay and discharge when due all Taxes, levies, assessments,
fees, claims or other charges imposed by any Governmental Authority upon or relating to (i) such Borrower or such Loan Party, (ii) employees,
payroll, income or gross receipts of such Borrower or such Loan Party, (iii) the ownership or use of any assets by such Borrower
or such Loan Party or (iv) any other aspect of such Borrower or such Loan Party to the date upon which penalties accrue thereon,
except as may be contested in good faith by the appropriate procedures and for which adequate reserves in accordance with IFRS have been
set aside.


 


6.3             Use
of Proceeds. The Borrowers shall use the proceeds from the issue and sale of the Notes at the Initial Closing (i) to pay off
and terminate the White Haven Debt in its entirety, (ii) to pay those Accounts Payable mutually agreed with the Noteholder Representative,
(iii) to pay actual and invoiced costs and expenses, not to exceed U.S. $500,000.00 in the aggregate, of Duane Morris LLP (U.S. counsel
to the Borrowers) and Norton Rose Fulbright Canada LLP (Canadian counsel to the Borrowers) relating to the negotiation and documentation
of the Loan Documents and the closing of the transactions contemplated by the Loan Documents and including fees incurred in prior finance
transactions that did not close, (iv) to pay actual and invoiced costs and expenses of Reitler, Kailas & Rosenblatt LLC
(U.S. counsel to the Noteholder Representative) relating to the negotiation and documentation of the Loan Documents and the closing of
the transactions contemplated by the Loan Documents, (v) to fund the Interest Reserve with the Escrow Agent, (vi) to fund Jupiter’s
working capital requirements in the amount of $2,000,000, and (vii) to fund the Noteholder Representative Fee.


 


6.4             Warrant
Shares. The Parent shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available
out of its authorized and unissued capital stock, solely for the purpose of effecting the exercise of the Warrants, one hundred percent
(100%) of the number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on
the exercise of the Warrants set forth in the Warrants).


 






    	 	22	 



     


    

 


6.5             Books
and Records; Inspection. Each of the Parent and the Subsidiaries will  keep books and records in accordance with IFRS which
accurately reflect in all material respects all of its business affairs and transactions. From time to time upon reasonable notice to
the Parent, the Parent will permit any officer or employee of or Noteholder Representative designated by, the Noteholder Representative
to visit and inspect any of the properties of the Parent or any Loan Party, examine the Parent’s or any Loan Party’s corporate
books or financial records, and discuss the affairs, finances and accounts of the Parent or any Loan Party with the Parent’s officers
or certificate public accountants, provided that such visits and inspections shall be made only during business hours and so as not to
interfere unreasonably with the business and operations of the Parent. The Noteholder representative and any employee, representative
or agent of the Noteholder Representative seeking to visit or inspect any of the Properties of a Loan Party agrees that it shall comply
with any applicable laws and regulations, including any requirement that such individuals be subject to a background check in advance.
All confidential or proprietary information provided to or obtained by the Purchasers under this Section or under this Agreement
shall be held in strict confidence by the Purchasers. All information provide to the Purchasers pursuant hereto shall be deemed “confidential
and proprietary information unless (i) the Parent indicates otherwise in writing, (ii) the information was or becomes generally
available to the public other than as a result of a disclosure in violation of this Section by any Purchaser or its representatives,
(iii) the information was or becomes available to the Purchasers or its representatives on a non-confidential basis from a source
other than the Parent, provided the source was not bound by a confidentiality agreement in respect thereof preventing disclosure to the
Purchaser(s) or their representatives, (iv) the information was in the possession of the Purchaser(s) prior to being furnished
by or on behalf of the Parent, and not subject to any confidentiality obligations to the Parent or any Loan Party or (v) the information
is independently developed by the Purchaser(s) without reference to and not based upon, in whole or in part, any information which
otherwise constitutes “confidential or proprietary information.”


 


6.6             Future
Guarantors, Security, Etc. The Parent and each Subsidiary (other than  Immaterial Subsidiaries) will execute any documents,
financing statements, agreements and instruments, and take all further action that is required under applicable Law, or that Noteholder
Representative or Noteholder Representative may reasonably request, in order to grant, preserve, protect and perfect the validity and
first priority (subject to Permitted Liens) of the Liens created or intended to be created by the Loan Documents. Prior to or upon acquiring
or organizing any new Subsidiary that is not an Immaterial Subsidiary the Parent shall cause such Subsidiary to execute a supplement
(in form and substance satisfactory to Purchasers) to the Guaranty and each other applicable Loan Document in favor of Purchasers. In
addition, from time to time, each of the Parent and the Subsidiaries (other than Immaterial Subsidiaries) will, at its cost and expense,
to the extent legally permissible, promptly secure the Obligations, and their respective obligations pursuant to the Loan Documents,
by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of its assets and properties as Noteholder
Representative or Noteholder  Representative shall designate, it being agreed that it is the intent of the parties that the Obligations
shall be secured by, among other things, all the assets of the Parent and the Subsidiaries (other than Immaterial Subsidiaries) (including
personal property acquired subsequent to the date hereof) and equity of the Subsidiaries (other than Immaterial Subsidiaries). Immediately
upon a Subsidiary failing to be an Immaterial Subsidiary it shall satisfy the above covenants. For greater certainty, as the first ranking
priority of the Liens created or intended to be created by the Loan Documents may be effected by a change in location of any assets of
the Parent or any Subsidiaries that are not Immaterial Subsidiaries, the Parent and all Subsidiaries shall not, at any time have property
outside of the jurisdictions where the security interest of the Noteholder Representative shall have first ranking application, with
a value in excess of U.S. $250,000.00 in the aggregate. Further, no Loan Party (i) shall change its name, or jurisdiction or organization
without giving thirty (30) days prior written notice to the Noteholder Representative and (ii) shall have deposits in any bank account
domiciled in the United States of America in excess of U.S. $250,000.00 where such bank account is not subject to a DACA in favor of
the Noteholder Representative.


 






    	 	23	 



     


    

 


6.7            Permits. Each of the Borrowers and each
other Loan Party will obtain,  maintain and preserve, and take all necessary action to timely renew, and keep in full force and
effect all Permits and accreditations which are material and necessary in the proper conduct of its business.


 


6.8             Compliance with Laws. Each of the Borrowers
and each other Loan Party will  comply with the requirements of all Laws applicable to it or to its business or property,
except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


6.9             Maintenance of Listing. The Parent shall
maintain: (i) the listing of its  Common Stock on the Exchange or any other Canadian stock exchange, and (ii) its
status as a “reporting issuer” under Applicable Securities Legislation in at least one reporting jurisdiction.


 


6.10          Maintenance
of Property. The Loan Parties will at all times maintain, reserve, protect and keep or cause to be maintained, preserved, protected
and kept, the property of the Loan Parties in good repair, working order and condition (ordinary wear and tear excepted) in all material
respects and consistent with past practice.


 


6.11           Filling of Securities Documents; Financial Reporting.


 


(a)            The
Parent shall timely file all documents that must be publicly filed or sent to its shareholders pursuant to Applicable Securities Legislation
within the time prescribed by such Applicable Securities Legislation.


 


(b)            The
Parent agrees to furnish to the Noteholder Representative (for distribution to the Purchasers):


 


(i)             as
soon as available but in any event, within one hundred and  twenty (120) days after the end of each fiscal year of the Parent,
audited annual  financial statements of the Parent for such year which present fairly the Parent’s consolidated and
consolidating financial condition including the balance sheet of the Parent as at the end of such fiscal year and a statement of
cash flows and income statement for such fiscal year, all on a consolidated basis (and consolidating basis which shall not be
required to be audited), setting forth in the consolidated and consolidating statements in comparative form, the corresponding
figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited
and accompanied by a report and opinion of independent public accountants of recognized standing and satisfactory to the Noteholder
Representative, which report and opinion shall be prepared in accordance with generally accepted accounting principles;
and


 






    	 	24	 



     


    

 


(ii)           as
soon as available but in any event within thirty (30) days after the end of each month, the Parent’s unaudited, internally prepared
monthly consolidated and consolidating financial statements, along with year-to-date information, including a balance sheet, income statement
and statement of cash flows with respect to the periods measured, all in reasonable detail (including without limitation a separate breakout
of sales, a free cash flow report and a profit and loss statement for CAC) and satisfactory in form, substance and scope to the Noteholder
Representative and certified by an authorized financial or accounting Responsible Officer of the Parent (or any other Responsible Officer
reasonably satisfactory to the Noteholder Representative) as presenting fairly the financial position (on a consolidated basis, if applicable)
of the Parent as of the date indicated and the results of their operations and changes in financial position (on a consolidated basis
if applicable) for the period indicated in conformity with IFRS, consistently applied (except for such inconsistencies which may be disclosed
in such report).


 


(iii)          Within
a reasonable time following any request therefor, such other information regarding the operations, business affairs and financial condition
of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Noteholder Representative may reasonably request.


 


6.12           Maintenance
of Insurance. Each of the Borrowers and each other Loan Party (other than Immaterial Subsidiaries) shall maintain policies of
insurance with financially sound and reputable carriers, and in such amounts and covering such risks as are usually carried by
companies engaged in similar businesses and owning similar properties in the same general areas in which the Parent operates, in
each case of at least the same type and coverages as maintained as of the date of this Agreement; (ii) within 30 days following
the Initial Closing and on each anniversary of the Initial Closing deliver to the Noteholder Representative certificates of
insurance; and (iii) promptly at the request of the Noteholder Representative, deliver to the Noteholder Representative all
certificates and reports prepared in connection with such insurance. The Parent agrees that its Board of Directors shall undertake a
comprehensive review of its insurance policies and coverages promptly following the Initial Closing, and annually thereafter, to
determine suitability at such times  and whether to increase coverages. The Parent agrees to cause the Noteholder
Representative to be named as a loss payee on its insurance policies. In addition, the Parent agrees it will not reduce the level or
scope of its insurance policies, not renew, terminate or cancel any insurance coverage in place or remove the Noteholder
Representative as a loss payee thereunder, in each case prior to fulfillment of the Obligations under the Notes and thereafter for a
period of at least six years without the prior consent of the Noteholder Representative.


 






    	 	25	 



     


    

 


6.13          Maintenance
of Office. The Borrowers will maintain its chief executive office at the locations set forth in the Information Certificate, or at
such other place in the United States or Canada as the Parent or a Borrower shall designate in writing to the Noteholder Representative,
where notices, presentations and demands to or upon the Loan Parties in respect of the Loan Documents to which the Loan Party is a party
may be given or made.


 


6.14          Existence.
The Parent will and shall cause each of its Subsidiaries to preserve and maintain its legal existence and all of its rights, privileges,
licenses, contracts and property and assets used or useful to its business except to the extent failure to do so would not reasonably
be expected to result in a Material Adverse Effect.


 


6.15          Lockbox
Account. So long as any Obligations remain outstanding, (i) CAC shall use reasonable commercial efforts to establish and maintain
its primary operating accounts (individually and/or collectively as the context may require, the “Lockbox Account”)
with a bank reasonably acceptable to the Noteholder Representative (the “Lockbox Bank”) which shall be pledged to the
Noteholder Representative, and which Lockbox Account shall be subject to springing dominion and control of the Noteholder Representative
under the Lockbox Agreement. Upon the occurrence and during the continuance of an Event of Default, the Noteholder Representative shall
have the sole right to authorize withdrawals (whether by CAC or any other Person), in accordance with instructions given by the Noteholder
Representative to Lockbox Bank pursuant to the Lockbox Agreement and all costs and expenses for establishing and maintaining the Lockbox
Account shall be paid by CAC. In addition, upon the request of the Noteholder Representative of a Loan Party, such Loan Party shall use
commercially reasonable efforts to enter into one or more DACA’s with the bank(s) at which it maintains its primary operating
accounts (or, as may be reasonably requested, move such operating accounts to one or more other banks willing to enter into such DACA(s))
(each such bank, a “DACA Bank”), whereby the subject bank account shall be subject to springing dominion and control
of the Noteholder Representative under the Lockbox Agreement. Upon the occurrence and during the continuance of an Event of Default, the
Noteholder Representative shall have the sole right to authorize withdrawals (whether by the relevant Loan Party or any other Person),
in accordance with instructions given by the Noteholder Representative to the relevant DACA Bank pursuant to the relevant DACA and all
costs and expenses for implementing the DACAs shall be paid by the Borrowers.


 


6.16          Further
Assurances. The Parent and each of the Borrowers will cooperate with the Noteholder Representative and execute such further instruments
and documents as the Noteholder Representative shall reasonably request to effectuate the terms of this Agreement and the other Loan Documents.


 






    	 	26	 



     


    

 


6.17          Interest
Reserve. At the Initial Closing, the Borrowers shall deposit funds in an amount equal to the Interest Reserve as of such Initial Closing,
with the Escrow Agent, to be held by the Escrow Agent and disbursed pursuant to the Escrow Agreement. The Borrowers agree to promptly
deposit additional funds upon the sale of any additional Notes or the disbursement of any portion of the Escrow Reserve to the Noteholders
to ensure that at all times such Escrow Reserve represents two quarters’ interest under the then outstanding Notes.


 


6.18          Independent
Board Committee; Additional Board Seats. It shall be a condition to the Initial Closing that the Board shall have appointed Jane Batzofin
and Mark Coleman as additional directors on the Board, each of whom shall serve on the Board as independent directors. In the event that
the Board reasonably determines, based solely on background checks or applicable Canadian Stock Exchange rules and regulations, that
either of them is unsuitable, or in the event of the resignation, death or disability of either such director (or any successor thereto)
or if either such director is not elected to serve as director at an Annual General Meeting or Special General Meeting of stockholders
of the Parent, then the Board shall, consistent with its duty of care, appoint another individual approved by the Noteholder Representative
to serve as an independent director in lieu or replacement thereof. The Parent shall ensure that the directors serving as independent
directors pursuant to this Section 6.18 are nominated to continue to serve as directors of the Parent at each meeting of stockholders
at which directors of the Parent are elected. The Board shall not take any of the following actions without the affirmative vote or consent
of each of such independent directors and, in the event that there are no such independent directors serving on the Board at any time,
the consent of the Noteholder Representative:


 


(a)           Except
as otherwise provided herein, payment of any account payable outstanding on the date hereof in excess of $250,000;


 


(b)           Incurring
any liabilities or obligations, including any individual account payable, in excess of $250,000 outside of the ordinary course of business;


 


(c)            Entering
into any agreement, contract, arrangement or understanding, written or oral, that provides for the purchase of goods or services in excess
of $250,000, including license agreements, by any Loan Party from any Person, other than purchase orders for the purchase of goods or
services in the ordinary course of business;


 


(d)           Agreeing
to any settlement in excess of $250,000 of any dispute, proceeding or litigation, including any of the foregoing related to any account
payable;


 


(e)           Changing
any of the accounting principles or basis for its financial statements, other than in accordance with any change in applicable law or
regulations, and appointing or reappointing the independent auditors of the Parent;


 


(f)            Approving
the annual budget for the Loan Parties, which shall be submitted to the Board no later than thirty (30) prior to the commencement of each
fiscal year of the Parent; or


 






    	 	27	 



     


    

  


(g)           Approving
the hiring or termination of any chief executive officer,  president, chief financial officer, chief operating officer or other
executive officer of Parent.


 


The foregoing provisions of this Section 6.18
shall remain in full force and effect until the later of (i) the date on which the Obligations have been paid in full and (ii) the
date on which a majority of the members of the Board shall consist of “independent” directors, it being agreed and understood
that the “independence” of each such director shall be mutually determined by the Board and the Noteholder Representative.
Upon the provisions of this Section 6.18 ceasing to be in full force and effect subject to the immediately preceding sentence,
and prior to the next election of directors by shareholders of the Parent, each of the independent directors exercising the consent rights
set forth hereinabove may be removed by majority vote of the other members of the Board that are deemed independent in accordance with
the immediately preceding sentence.


 


6.19           Board
Observation Right. The Parent will permit the Noteholder
  Representative or its designee (the “NR Observer”) to attend all meetings of the Company’s Board of
Directors in a non-voting observer capacity subject to the agreement by the Noteholder Representative or designee, as applicable:
(i) to hold in strict confidence and to act in a fiduciary manner with respect to all information and materials that he or she
may receive or be given access to in connection with meetings of the Parent’s Board of Directors (“Confidential
Information”), (ii) not to disclose such Confidential Information to any third parties, and (iii) to exercise
due care in protecting the confidentiality of any Confidential Information. The NR Observer may be excluded from certain
confidential “closed sessions” or “executive sessions” of the Board or any portions of a Board meeting if,
in the reasonable judgment of the Board or of the Parent’s Chief Executive Officer, there is a competitive conflict of
interest with respect to the issue to be discussed, the matters to be discussed are highly sensitive or if the NR Observer’s
presence would adversely affect the Parent whether by way of adversely affecting the attorney-client privilege between the Parent
and its counsel or otherwise. The Company’s Board of Director’s may meet and communicate informally by telephone or
other electronic means from time to time to discuss pending matters without the presence or notice to the NR Observer, provided that
the Board does not take or contemplate taking any formal action at such an informal meeting. If the Company’s Board of
Directors meets on short notice in person or telephonically and the NR observer is not able to attend for any reason, then the Board
may proceed with such meeting without the presence of the NR Observer so long as the NR Observer is updated accordingly promptly
thereafter.


 


6.20           Mortgage.
If requested by the Noteholder Representative following the Closing, the Parent shall cause Standard Farms, LLC to grant the Noteholder
Representative a mortgage, in form and substance reasonably satisfactory to the Noteholder Representative, on the real property located
in the Commonwealth of Pennsylvania owned by Standard Farms, LLC.


 


6.21          Amendment
to Constating Documents. As soon as reasonably practicable following the Initial Closing, the Parent shall amend, or cause the
amendment of, its or any other Loan Party’s Constating Documents to the extent reasonably required by the  Noteholder
Representative to reflect or further evidence the rights of the Purchasers and the Noteholder Representative and the voting rights
set forth in Section 6.18 of this Agreement.


 






    	 	28	 



     


    

 


7.             Negative
Covenants. Parent and the Borrowers covenant and agree with Purchasers that until the Obligations (other than inchoate indemnity
obligations) are paid in full, Parent, the Borrowers and the other Loan Parties will perform or cause to be performed the covenants set
forth below in all material respects.


 


7.1             Indebtedness.
Other than Permitted Indebtedness, no Loan Party shall incur or permit to exist any Indebtedness.


 


7.2             Liens.
No Loan Party shall create, incur, assume or permit to exist any Lien on or with respect to any of its assets or property of any character,
whether now owned or hereafter acquired, except for Permitted Liens.


 


7.3             Investments,
Loans. The Loan Parties will not, and will not permit any of their Subsidiaries to, purchase or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests, evidence of Indebtedness or
other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make any loans or advances to, or
make any investment or any other interest in, any other Person or purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person that constitute a business unit, or create or form any Subsidiary.


 


7.4             Impairment
of Rights. Parent will not, and will not permit any of its Subsidiaries to, undertake any action or engage in any transaction or
activity to impair the Purchaser’s rights hereunder, provided that the foregoing shall not restrict the Parent or any of its Subsidiaries
from arranging or entering any refinancing of the Obligations so long as the Obligations are concurrently paid in full with the closing
of such refinancing.


 


7.5             Asset
Dispositions. Other than Permitted Dispositions, subject to
the Intercreditor Agreement, no Loan Party shall sell, convey, lease, license, assign or otherwise dispose of any assets outside
of the ordinary course of business if in an aggregate amount in excess of U.S. $50,000.00 without prior written consent of the Noteholder
Representative. Except as otherwise provided in this Agreement or agreed by the Noteholder Representative, the net proceeds of any asset
disposition shall be allocated 100% to the prepayment of the Notes.


 


7.6            Merger
or other Corporate Reorganization. No Loan Party shall enter into any reorganization, consolidation, amalgamation, arrangement, winding-up,
merger or other similar transaction or convey, lease or dispose of all or substantially all of its assets without the prior written consent
of the Noteholder Representative, except that any Subsidiary may merge, amalgamate or consolidate with any other Subsidiary that is a
Loan Party, or may sell all or substantially all of its assets to any Subsidiary a Loan Party without the prior written consent of the
Noteholder Representative.


 






    	 	29	 



     


    

 



 


7.7            Payments
on Indebtedness. No Loan Party shall make any payment or (p)repayment on, purchase, defease, redeem, pay, (p)repay, decrease or
otherwise acquire or retire for value, any Indebtedness other than as expressly contemplated hereby and Indebtedness under the Notes
in accordance with the provisions of this Agreement, except that outside of the continuance of an Event of Default, each Borrower
and each other Loan Party may make (a) regular interest payments on Permitted Indebtedness in accordance with the provisions of
the agreements related to such Permitted Indebtedness disclosed to the Purchasers prior to the date hereof, (b) scheduled
principal repayments toward Permitted Indebtedness (other than the Jupiter Credit Facility) in accordance with the provisions of the
agreements related to such Permitted Indebtedness disclosed to the Purchasers prior to the date hereof, and (c) such other
payments of Indebtedness as consented to in writing by the Noteholder Representative. Notwithstanding the previous sentence, no Loan
Party shall be permitted to make payment in respect of any shareholder loans, except if such payment is to another Loan Party that
is not an Immaterial Subsidiary and no payments may be made toward Permitted Indebtedness if and to the extent such payments would,
but for the passage of time, result in an Event of Default under any Loan Document.


 


7.8            Redemption
or Purchase of Equity Interests. No Loan Party shall purchase, redeem, retire or otherwise acquire for cash any securities
(equity or other) except that one Loan Party may purchase, redeem or other acquire securities of another Loan Party.


 


7.9            Amendment
to Constating Documents. No Loan Party shall make any amendment to any of its Constating Documents in a manner which may prejudice
the Purchasers, would result in a breach of a Loan Document or Event of Default hereunder or could reasonably be expected to result in
a Material Adverse Effect.


 


7.10          Payment
of Dividends. The Loan Parties shall not declare, pay, or provide for any dividends, distributions, or other payments based on share
capital except payment by a Loan Party (other than CAC) to another Loan Party.


 


7.11          Related
Party Transactions. No Loan Party shall enter into any transactions with any Affiliate or other non-arm’s-length parties (other
than other Loan Parties) unless such transaction is for the sale of goods or services in the ordinary course of business upon fair and
reasonable terms, no less favorable to such Loan Party than such Loan Party could obtain in a comparable arms-length transaction with
an unrelated third party and no Event of Default shall have occurred and remain outstanding at the time such transaction occurs, or would
occur immediately after giving effect to such transactions arm’s length commercial terms.


 


7.12          Loans etc.
to others No Loan Party shall make any loans, grant any credit or give any guarantee or other financial accommodation or assurance
to or for the benefit of any Person, other than credit advanced to customers, distributors and consignees in the ordinary course of business,
advances to employees for travel and other reasonable business expense in the ordinary course of business, or intercompany loans to other
Loan Parties that are not Immaterial Subsidiaries and provided that any such intercompany loan may not be assigned to any Person who is
not a Loan Party. No Loan Party shall loan money to, or otherwise make investment in or provide any financial assistance to any Immaterial
Subsidiary.


 






    30


     


    

 


7.13         Winding
Up. No Loan Party other than an Immaterial Subsidiary may enter into or become party or subject to any dissolution, administration,
winding-up, reorganization or similar transaction or proceeding.


 


7.14          Retirement
Plans. Except as set forth in the Information Certificate, no Loan Party shall (i) incur any obligation to contribute to any
type of retirement plan or (ii) hereafter incur any obligation make a severance payment unless (a) required by applicable Laws,
(b) applicable employment contracts entered into on commercially reasonable terms in the ordinary course of business of any Loan
Party and on arm’s length terms or (c) on commercially reasonable terms in the ordinary course of business and on arm’s
length terms.


 


7.15          Change
in Nature of Business. The Parent will not, nor will it permit any Subsidiary to, engage in any line of business substantially different
from those lines of business conducted by the Loan Parties on the date hereof or any business substantially related thereto or reasonable
extensions thereof.


 


7.16          Amendments
of Material Contracts. No Loan Party will amend, modify, cancel or terminate or permit the amendment, modification, cancellation or
termination of any material contract if such amendment, modification, cancellation or termination would reasonably be expected to result
in a Material Adverse Effect.


 


7.17          Sale and
Leaseback Transactions. The Parent will not, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly
with any Affiliate, whereby it shall sell or transfer any Property, real or personal, used or useful in its business, whether now owned
or hereafter acquired and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose
or purpose as the property sold or transferred.


 


7.18          No New
Listing. The Parent shall not list its Common Stock on any exchange other than the Exchange without prior written notice to the Noteholder
Representative.


 


7.19          Interest
Reserve. The Parent shall not direct or permit the disbursement of any portion of the Interest Reserve without the prior written consent
of the Noteholder Representative.


 


8.            Closing
Conditions.


 


8.1            Conditions
to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment, at or prior to the Closing, of the following condition:


 


(a)            No
Governmental Authority shall have enacted, issued, promulgated, enforced or entered any order, writ, judgment, injunction, decree, stipulation,
determination or award which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise
restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded
following completion thereof; provided, however, that the foregoing excludes the existence of any law, rule, regulation, order, writ,
judgment, injunction, decree, stipulation, determination or award described in Section 10.13 hereof.


 






    31


     


    

 


8.2            Conditions
to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement at the
Closing shall be subject to the fulfillment or Purchasers’ waiver, at or prior to the Closing, of each of the following
conditions:


 


(a)            All
representations and warranties of the Borrowers and the other Loan Parties contained herein and in the other Loan Documents shall be true
and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof) on and as of the date of the Closing, except to the extent
that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be
true and correct as of such earlier date.


 


(b)            The
Borrowers and the other Loan Parties shall have duly performed and complied in all material respects with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by them prior to or on the Closing.


 


(c)            The
Borrowers or the other Loan Parties, as the case may be, shall have delivered to the Noteholder Representative and the Purchasers the
following executed documents:


 


(i)            the
Notes;


 


(ii)           the
Guarantees;


 


(iii)          the
Security Agreements;


 


(iv)          the
Warrants;


 


(v)           the
Subordination Agreement;


 


(vi)          the
Payoff Letter;


 


(vii)         Legal
opinions from U.S. and Canadian counsel to the Borrowers in form and substance satisfactory to the Noteholder Representative; and


 


(viii)        the
Jupiter Note Purchase Agreement and related documents.


 


8.3            Conditions
to Obligations of the Borrowers. The obligations of the Borrowers to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or the Borrowers’ waiver, at or prior to the Closing, of each of the following
conditions


 






    32


     


    

 


(a)            All
representations and warranties of the Purchasers contained herein and in the other Loan Documents shall be true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof) on and as of the date of the Closing, except to the extent that such representations and
warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier
date.


 


(b)            Purchasers
shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement
to be performed or complied with by it prior to or on the Closing.


 


(c)            Purchasers
shall have delivered to the Borrowers cash in an amount equal to the cash Consideration, by wire transfer in immediately available funds,
to the account designated by the Borrowers in a written notice to Purchasers.


 


8.4            Post-Closing
Obligations. Each of the following conditions shall be satisfied within the time indicated.


 


(a)            Within
seven (7) days after the Initial Closing, each of Briteside Holdings LLC, Briteside Modular LLC and Briteside E-Commerce LLC, each
a Tennessee limited liability company, shall have been converted to a Delaware limited liability company, and UCC-1 financing statements
covering the Collateral and naming the Noteholder Representative as secured party shall have been filed with the Secretary of State of
the State of Delaware naming each


 


(b)            Within
thirty (30) days after the Initial Closing, the Board of the Parent shall be reconstituted with two (2) additional independent board
members in a manner mutually agreeable to the Parent, the Borrowers, and the Noteholder Representative.


 


(c)            Requirements
hereunder to enter into DACAs shall be satisfied within sixty (60) days of the Initial Closing;


 


(d)            Within
sixty (60) days of the Initial Closing, CAC shall have established the Lockbox Account and entered into the Lockbox Agreement; provided,
however, that if CAC shall use its reasonable best efforts to establish such account and in the event that it cannot reasonably find a
depository bank willing to provide a lockbox account arrangement on commercially reasonable terms, then CAC shall consult in good faith
with the Noteholder Representative regarding a mutually agreeable alternative to the Lockbox Account, and such failure shall not be deemed
a default or breach of covenant under this Agreement.


 






    33


     


    

 


9.            Events
of Default.


 


9.1            Each
of the following events shall constitute an “Event of Default” under this Agreement:


 


(a)            The
failure of the Borrowers to pay any (i) principal payable under this Agreement or any other Loan Document when the same shall be
due and payable, or (ii) interest, fees or other amount (other than principal) payable under this Agreement or any other Loan Document
when the same shall be due and payable, and the continuance of any such non-payment (in whole or in part) referred to under this clause
(ii) for a period of fourteen (14) days.


 


(b)            If
any representation, warranty, certification or statement of fact made or deemed made by the Borrowers or any other Loan Party herein,
in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material
respect when made or deemed made.


 


(c)            the
Loan Parties shall fail to observe or perform any covenant or agreement contained in Sections 4.1 or 6.14 (with respect
to the legal existence of the Loan Parties); provided, however, that it shall not be an Event of Default if a Loan Party is not in good
standing in any jurisdiction unless such failure to maintain its good standing would be reasonably likely to result in a Material Adverse
Effect.


 


(d)            any
Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in subsections
(a), (b) or (c) of this Section) or any other Loan Document, and such failure shall remain unremedied for 30 days after the
earlier of (i) any officer of the Borrowers has knowledge of such default, or (ii) notice thereof shall have been given to the
Borrowers by the Noteholder Representative.


 


(e)            the
failure of any Loan Party or any Subsidiary to make any payment, whether of principal or interest and regardless of amount in respect
of any Indebtedness in a principal amount in excess of $10,000, unless such Indebtedness is the subject of a bona fide dispute.


 


(f)            Any
Loan Party (i) makes a general assignment for the benefit of creditors, (ii) institutes or has instituted against it any proceeding
seeking (a) to adjudicate it a bankrupt or insolvent, (b) liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any laws relating to bankruptcy, insolvency, reorganization or relief of debtors,
or (c) the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any part
of its properties and assets, or (iii) takes any corporate action to authorize any of the above actions; provided that, in the case
of any such proceeding instituted against any Loan Party (but not instituted by it), either the proceeding remains dismissed or unstayed
for a period of thirty (30) days.


 


(g)            any
proceedings are commenced or any application is made for the bankruptcy, insolvency, reorganization, winding-up, liquidation or
dissolution or any similar proceedings of any Loan Party or any decree, order or approval for such bankruptcy, insolvency,
reorganization, winding-up, liquidation or dissolution is issued or entered, unless such Loan Party in good faith actively and
diligently contests such proceedings, decree, order or approval, resulting in a dismissal or stay thereof within ninety (90) days of
commencement or anything analogous in any other jurisdiction.


 






    34


     


    

 


(h)            any
judgment, writ, warrant of attachment or similar process involving an amount in excess of $250,000 in the aggregate shall be rendered
against any of the Borrowers or any of their Subsidiaries, and either (i) enforcement proceedings shall have been commenced by any
creditor upon such judgment or order or (ii) there shall be a period of 60 consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.


 


(i)             any
non-monetary judgment or order shall be rendered against any of the Borrowers or any of their Subsidiaries that would reasonably be expected
to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect.


 


(j)             any
Loan Party shall seek to terminate its obligation under the Guaranty or Security Agreement or any other Loan Document.


 


(k)            any
Lien purported to be created under any Loan Document shall be asserted by any Loan Party not to be a valid and perfected Lien on any material
Collateral, with the priority required by the applicable Loan Documents (subject to Permitted Liens).


 


(l)             any
Subordination Agreement shall cease to be in full force and effect or the Notes shall cease to constitute “Senior Indebtedness”
(or similar term) thereunder.


 


(m)            Any
event or circumstance which would reasonably be expected to result in a Material Adverse Effect shall have occurred.


 


(n)            The
occurrence of a Change of Control.


 


then, and in every such event (other than an
event with respect to the Borrowers described in subsection (d) or (e) of this Section) and at any time thereafter during
the continuance of such event, the Noteholder Representative may, and upon the written request of the Required Purchasers shall, by
notice to the Borrowers, take any or all of the following actions, at the same or different times: (i) declare the principal of
and any accrued interest on the Notes, and all other Obligations owing hereunder, to be, whereupon the same shall become, due and
payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrowers, (iii) exercise all remedies contained in any other Loan Document, and (iv) exercise any other remedies
available at law or in equity; provided that, if an Event of Default specified in either subsection (d) or
(e) shall occur, the principal of the Notes then outstanding, together with accrued interest thereon, and all fees and all
other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Borrowers. If at any time there are insufficient funds to pay fully all amounts of principal,
interest, fees and expenses then due hereunder, such funds shall be applied as follows: first, to all fees and reimbursable
expenses of the Noteholder Representative then due and payable pursuant to any of the Loan Documents; second, to all interest
and fees then due and payable hereunder, pro rata to the Purchasers based on their respective pro rata shares of such interest and
fees; and third, to all principal of the Notes then due and payable hereunder, pro rata to the Purchasers based on their
respective pro rata shares of such principal.


 






    35


     


    

 


10. Miscellaneous.


 


10.1          Expenses; Indemnification.


 


(a)            The
Borrowers shall pay (i) all reasonable and documented out-of-pocket costs and expenses of the Noteholder Representative, including
the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Noteholder Representative, in connection
with the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the
transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and
disbursements of counsel for the Noteholder Representative, (ii) all reasonable and documented out-of-pocket costs and expenses (including,
without limitation, the reasonable fees, charges and disbursements of outside counsel) incurred by the Noteholder Representative in connection
with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection
with the Notes issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Notes. Such fees described hereinabove in this Section 10.1(a) are separate from and
in addition to the Noteholder Representative Fee.


 


(b)            The
Borrowers shall indemnify the Noteholder Representative, each Purchaser and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses (including the reasonable documented out-of-pocket fees, charges and disbursements
of any counsel for any Indemnitee), asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party
arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document,
any other Related Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Note or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and non-appealable judgment to have resulted from (x) the gross negligence, bad faith or willful
misconduct of an Indemnitee or (y) a claim brought by the Borrowers or any other Loan Party against an Indemnitee for a
material breach of such Indemnitee’s obligations hereunder or under any other Loan Document.


 






    36


     


    

 


(c)            The
Borrowers shall pay, and hold the Noteholder Representative and each of the Purchasers harmless from and against, any and all present
and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described
therein or any payments due thereunder, and save the Noteholder Representative and each Purchaser harmless from and against any and all
liabilities with respect to or resulting from any delay or omission to pay such taxes.


 


(d)            The
parties hereto mutually agree not to assert, and each hereby waives, any claim against the other, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result
of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein,
any Note or the use of proceeds thereof; provided, that nothing in this clause (d) shall relieve the Borrowers of any obligation
they may have to indemnify any Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee
by a third party.


 


(e)            All
amounts due under this Section shall be payable promptly after written demand therefor.


 


10.2          Noteholder Representative.


 


(a)            Appointment
of the Noteholder Representative.


 


(i)            Each
Purchaser irrevocably appoints NR 1, LLC, a Delaware limited liability company, as the Noteholder Representative and authorizes it to
take such actions on its behalf and to exercise such powers as are delegated to the Noteholder Representative under this Agreement and
the other Loan Documents, including the execution and delivery of such Loan Documents other than this Agreement to which the Noteholder
Representative is a party (including without limitation the Subordination Agreement and the Security Agreements), in each case on behalf
of and for the benefit of the Noteholders, together with all such actions and powers that are reasonably incidental thereto. The Noteholder
Representative may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact
appointed by the Noteholder Representative. The Noteholder Representative and any such sub-agent or attorney-in-fact may perform any and
all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in
this Section 10.2 shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective
activities in connection with the Obligations as well as activities as the Noteholder Representative.


 






    37


     


    

 


(ii)            It
is understood and agreed that the use of the term “agent” or “representative” herein or in any other Loan Document
(or any similar term) with reference to the Noteholder Representative is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law or that the Noteholder Representative will be providing any financial
or advisory services. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative
relationship between contracting parties.


 


(b)            Nature
of Duties of the Noteholder Representative. The Noteholder Representative shall not have any duties or obligations except those expressly
set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) except as expressly
set out in any Loan Document, the Noteholder Representative shall not be subject to any fiduciary or other implied duties, regardless
of whether an Event of Default has occurred and is continuing, (b) the Noteholder Representative shall not have any duty to take
any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by
the Loan Documents, (c) the Noteholder Representative shall not be required to take any action that, in its opinion or the opinion
of its counsel, may expose the Noteholder Representative to liability or that is contrary to any Loan Document or applicable law; (d) except
as expressly set forth in the Loan Documents, the Noteholder Representative shall not have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained
by the Noteholder Representative or any of its Affiliates in any capacity and (e) except as may be expressly required under this
Agreement, the Noteholder Representative shall not be obligated to seek the consent of or input from the Purchasers in connection with
the exercise of his rights and performance of his obligations as the Noteholder Representative under this Agreement. The Noteholder Representative
shall not be liable for any action taken or not taken by it, its sub-agents or its attorneys-in-fact with the consent or at the request
of the Required Purchasers or, if no such consent or request is applicable, in the absence of its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction in a final non-appealable judgment. The Noteholder Representative shall not be responsible
for the negligence or misconduct of any sub-agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines
in a final and non-appealable judgment that the Noteholder Representative acted with gross negligence or willful misconduct in the selection
of such sub-agents. The Noteholder Representative shall not be deemed to have knowledge of any Event of Default unless and until written
notice thereof (which notice shall include an express reference to such event being an “Event of Default” hereunder) is given
to the Noteholder Representative by the Borrowers or any Purchaser, and the Noteholder Representative shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan
Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith
or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in
any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Noteholder Representative. The Noteholder Representative may consult with legal counsel
(including counsel for the Borrowers) concerning all matters pertaining to such duties.


 






    38


     


    

 


(c)            Lack
of Reliance on the Noteholder Representative. Each of the Purchasers acknowledges that it has, independently and without reliance
upon the Noteholder Representative or any other Purchaser and based on such documents and information as it has deemed appropriate, made
its own analysis and decision to enter into this Agreement. Each of the Purchasers also acknowledges that it will, independently and
without reliance upon the Noteholder Representative or any other Purchaser and based on such documents and information as it has deemed
appropriate, continue to make its own decisions in taking or not taking any action under or based on this Agreement, any related agreement
or any document furnished hereunder or thereunder.


 


(d)            Certain
Rights of the Noteholder Representative. If the Noteholder Representative shall request instructions from the Required Purchasers
with respect to any action or actions (including the failure to act) in connection with this Agreement, the Noteholder Representative
shall be entitled to refrain from such act or taking such act unless and until it shall have received instructions from such Purchasers,
and the Noteholder Representative shall not incur liability to any Person by reason of so refraining. Notwithstanding the foregoing,
if the Noteholder Representative shall not have received instructions from the Required Purchasers within five (5) Business Days
of its delivery of any such request for instructions made by it to the Purchasers, the Noteholder Representative shall be free to act
in its own discretion and not be bound by any instructions from fewer than the Required Purchasers. Without limiting the foregoing, no
Purchaser shall have any right of action whatsoever against the Noteholder Representative as a result of the Noteholder Representative
acting or refraining from acting hereunder in accordance with the instructions of the Required Purchasers where required by the terms
of this Agreement or from acting or refraining from acting hereunder in accordance with the rights granted to it under this Agreement
where no such instructions are required.


 


(e)            Reliance
by the Noteholder Representative.     The Noteholder Representative
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine
and to have been signed, sent or made by the proper Person. The Noteholder Representative may also rely upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The
Noteholder Representative may consult with legal counsel (including counsel for the Borrowers), independent public accountants and other
experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel,
accountants or experts.


 






    39


     


    

 


(f)             Indemnification
of the Noteholder Representative by Purchasers. The Purchasers shall, jointly and severally, indemnify the Indemnitees against, and
hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges
and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges
and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee
by any Purchaser arising out of, in connection with, or as a result of (i) the performance by the Noteholder Representative of its
obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other
theory, regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such
Indemnitee. To the extent permitted by applicable law, the Purchasers shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising
out of, in connection with or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby,
the transactions contemplated therein. All amounts due under this Section shall be payable promptly after written demand therefor.


 


(g)            The
Noteholder Representative in its Individual Capacity. The Person serving as the Noteholder Representative shall have the same rights
and powers under this Agreement and any other Loan Document in its capacity as a Purchaser as any other Purchaser and may exercise or
refrain from exercising the same as though it were not the Noteholder Representative; and the terms “Purchasers”, “Required
Purchasers” or any similar terms shall, unless the context clearly otherwise indicates, include the Noteholder Representative in
its individual capacity. The Person acting as the Noteholder Representative and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrowers or any Subsidiary or Affiliates of the Borrowers as if it were not the
Noteholder Representative hereunder.


 


(h)            Successor
Noteholder Representative.


 


(
)             The Noteholder Representative may resign at any time by giving
notice thereof to the Purchasers and the Borrowers. Upon any such resignation, the Required Purchasers shall have the right to appoint
a successor Noteholder Representative, subject to approval by the Borrowers provided that no Event of Default shall exist at such time.
If no successor Noteholder Representative shall have been so appointed, and shall have accepted such appointment within 30 days after
the retiring Noteholder Representative gives notice of resignation, then the retiring Noteholder Representative may, on behalf of the
Purchasers, appoint a successor Noteholder Representative, subject to approval by the Borrowers.


 






    40


     


    

 


(ii)            Upon
the acceptance of its appointment as the Noteholder Representative hereunder by a successor, such successor Noteholder Representative
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Noteholder Representative,
and the retiring Noteholder Representative shall be discharged from its duties and obligations under this Agreement and the other Loan
Documents. If, within 45 days after written notice is given of the retiring Noteholder Representative’s resignation under this
Section 10.2, no successor Noteholder Representative shall have been appointed and shall have accepted such appointment,
then on such 45th day (i) the retiring Noteholder Representative’s resignation shall become effective, (ii) the
retiring Noteholder Representative shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the
Required Purchasers shall thereafter perform all duties of the retiring Noteholder Representative under the Loan Documents until such
time as the Required Purchasers appoint a successor Noteholder Representative as provided above. After any retiring Noteholder Representative’s
resignation hereunder, the provisions of this Section 10.2 shall continue in effect for the benefit of such retiring Noteholder
Representative and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as
the Noteholder Representative.


 


(i)            The
Noteholder Representative May File Proofs of Claim.


 


(i)            In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to any Loan Party, the Noteholder Representative (irrespective of whether the principal of any Note
shall then be due and payable as expressed in the Loan Documents or by declaration or otherwise and irrespective of whether the Noteholder
Representative shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(A)           to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Purchasers
and the Noteholder Representative (including any claim for the reasonable compensation, expenses, disbursements and advances of the Purchasers
and the Noteholder Representative and its agents and counsel and all other amounts due the Purchasers and the Noteholder Representative
under the Loan Documents) allowed in such judicial proceeding; and


 


(B)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.


 






    41


     


    

 


(ii) Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Purchaser to make such payments to the Noteholder Representative and, if the Noteholder Representative shall
consent to the making of such payments directly to the Purchasers, to pay to the Noteholder Representative any amount due for the
reasonable compensation, expenses, disbursements and advances of the Noteholder Representative and its agents and counsel, and any
other amounts due the Noteholder Representative under the Loan Documents.


 


Nothing contained herein
shall be deemed to authorize the Noteholder Representative to authorize or consent to or accept or adopt on behalf of any Purchaser any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Purchaser or to authorize
the Noteholder Representative to vote in respect of the claim of any Purchaser in any such proceeding.


 


(j)             Authorization
to Execute Other Loan Documents. Each Purchaser hereby authorizes the Noteholder Representative to execute on behalf of all Purchasers
all Loan Documents other than this Agreement.


 


(k)            Collateral
and Guaranty Matters. The Purchasers irrevocably authorize the Noteholder Representative, at its option and in its discretion:


 


(i)            to
release any Lien on any property granted to or held by the Noteholder Representative under any Loan Document (i) upon payment in
full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection
with any sale permitted hereunder or under any other Loan Document or (iii) if approved, authorized or ratified in writing in accordance
with Section 10.10;


 


(ii)           to
enter into each Subordination Agreement, and perform all obligations thereunder, respectively, and to enter into any amendments of such
Subordination Agreements which do not materially modify the rights of the Purchasers or the Noteholder Representative thereunder, and
agree to be bound by the terms thereof; and


 


(iii)          to
release any Loan Party from its obligations under the applicable Security Agreements and Guarantees if such Person ceases to be a Subsidiary
as a result of a transaction permitted hereunder.


 


Upon request by the Noteholder
Representative at any time, the Required Purchasers will confirm in writing the Noteholder Representative’s authority to
release its interest in particular types or items of property, or to release any Loan Party from its obligations under the
applicable Security Agreements and Guarantees pursuant to this Section 10.2.     In
each case as specified in this Section 10.2, the Noteholder Representative is authorized, at the Borrowers’
expense, to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence
the release of such item of Collateral from the Liens granted under the applicable Security Agreements and Guarantees, or to release
such Loan Party from its obligations under the applicable Security Agreements and Guarantees, in each case in accordance with the
terms of the Loan Documents and this Section 10.2.


 






    42


     


    

 


(l)             Right
to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Loan Documents to the contrary notwithstanding,
the Borrowers, the Noteholder Representative and each Purchaser hereby agree that (i) no Purchaser shall have any right
individually to realize upon any of the Collateral or to enforce the Security Agreements and Guarantees, it being understood and
agreed that all powers, rights and remedies hereunder and under the Security Agreements and Guarantees may be exercised solely by
the Noteholder Representative, and (ii) in the event of a foreclosure by the Noteholder Representative on any of the Collateral
pursuant to a public or private sale or other disposition, the Noteholder Representative or any Purchaser may be the purchaser or
licensor of any or all of such Collateral at any such sale or other disposition and the Noteholder Representative, as agent for and
representative of the Purchasers (but not any Purchaser or Purchasers in its or their respective individual capacities unless the
Required Purchasers shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or
payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the
Obligations as a credit on account of the purchase price for any collateral payable by the Noteholder Representative at such sale or
other disposition.


 


10.3          Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement will inure to the benefit of, and be
binding upon, the respective successors and assigns of the parties; provided, however, that the Borrowers may not assign their obligations
under this Agreement without the written consent of the Noteholder Representative. This Agreement is for the sole benefit of the Purchasers
and Noteholder Representative and the other parties hereto and their respective successors and permitted assigns, and nothing herein,
express or implied, is intended to or will confer upon any other Person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.


 


10.4          Choice
of Law. This Agreement and the Notes, 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 Commonwealth of Massachusetts, 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 Commonwealth of Massachusetts.


 


10.5          Jurisdiction
and Venue. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, AND EACH
PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS,
NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT,
ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING
OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 






    43


     


    

 


10.6          Counterparts.
This Agreement and the other Loan Documents may be executed in counterparts, each of which will be deemed an original, but all of which
together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, email (including PDF or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g.,
www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly
delivered and be valid and effective for all purposes.


 


10.7          Titles
and Subtitles. The titles and subtitles used in this Agreement are included for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


10.8          Notices.
All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon
personal delivery to the party to be notified; (b) when sent by email or confirmed facsimile; (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will
be sent to the respective parties at the addresses shown on the signature pages hereto (or to such email address, facsimile number
or other address as subsequently modified by written notice given in accordance with this Section).


 


10.9          No Finder’s
Fee. Except as may be determined pursuant to an agreement that the Parent has entered into with Alliance Global Partners, each party
represents that it neither is nor will be obligated to pay any finder’s fee, broker’s fee or commission in connection with
the transactions contemplated by this Agreement. Each Purchaser agrees to indemnify and to hold the Borrowers harmless from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the transactions contemplated
by this Agreement (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or
any of its officers, employees or representatives is responsible. The Borrowers agree to indemnify and hold each Purchaser harmless from
any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the transactions
contemplated by this Agreement (and the costs and expenses of defending against such liability or asserted liability) for which the Parent
or any Borrower or any of their respective officers, employees or representatives is responsible.


 


10.10        Entire
Agreement; Amendments and Waivers. This Agreement, the Notes and the other documents delivered pursuant hereto constitute the
full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Borrowers’
agreements with each of the Purchasers are separate agreements, and the sales of the Notes to each of the Purchasers are separate
sales. Notwithstanding the foregoing, any term of this Agreement or the Notes may be amended and the observance of any term of this
Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) with
the written consent of the Borrowers and the Noteholder Representative. Any waiver or amendment effected in accordance with this
Section will be binding upon each party to this Agreement and each holder of a Note purchased under this Agreement then
outstanding and each future holder of all such Notes. The right to plead any and all statutes of limitations as a defense to any
demands hereunder is hereby waived to the full extent permitted by law.


 






    44


     


    

 



 


10.11 Effect
of Amendment or Waiver. Each Purchaser acknowledges and agrees that, by the operation of Section 10.11 hereof, the Noteholder
Representative will have the right and power to diminish or eliminate all rights of such Purchaser under this Agreement and each Note
issued to such Purchaser, provided that such changes shall apply equally to all Purchasers.


 


10.12 Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions will be excluded from
this Agreement and the balance of the Agreement will be interpreted as if such provisions were so excluded and this Agreement will be
enforceable in accordance with its terms.


 


10.13
Federal Cannabis Laws. The parties acknowledge that as of the date hereof, the production, sale, possession and use of cannabis
are illegal under the Controlled Substances Act, 21 USC 801 et seq., as it applies to marijuana (“CSA”) and
that cannabis is currently classified as a Schedule I controlled substance under the CSA. The United States Supreme Court has confirmed
that the federal government has the right to regulate and criminalize cannabis, including for medical purposes, and that federal law
criminalizing the use of cannabis preempts state laws that legalize its use. The parties hereto understand that while cannabis production
is currently legal under the laws of the Commonwealth of Massachusetts and certain other states, they are subject to change and that
the production, sale, use and possession of cannabis may remain illegal under federal law for the foreseeable future.


 


10.14 Transfer Restrictions.


 


(a)            Compliance
with Laws. Notwithstanding any other provision of this Section, each Purchaser covenants that the Notes may be disposed of only pursuant
to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable
state and federal securities laws. In connection with any transfer of the Notes other than (i) pursuant to an effective registration
statement, (ii) to the Parent or (iii) pursuant to Rule 144 following the applicable holding period, the Parent may require
the transferor thereof to provide to the Parent an opinion of counsel selected by the transferor and reasonably acceptable to the Parent,
the form and substance of which opinion shall be reasonably satisfactory to the Parent, to the effect that such transfer does not require
registration of such transferred Notes under the Securities Act. As a condition of transfer, any such transferee shall agree in writing
to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement. Notwithstanding the provisions
set forth above, no such restriction shall apply to a transfer by a Purchaser that is (A) a partnership transferring to its partners
or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent
corporation that owns all of the capital stock of the Purchaser, (C) a limited liability company transferring to its members or
former members in accordance with their interest in the limited liability company, or (D) an individual transferring to the Purchaser’s
spouse, children or grandchildren or a trust for the exclusive benefit of an individual Purchaser; provided that in each case
the transferee will agree in writing to be subject to the terms of this Agreement.


 






    45 


     


    

 


(b)          Legends.
Certificates evidencing the Notes shall bear any legend as required by the “blue sky” laws of any state and a restrictive
legend in substantially the following form, until such time as they are not required as set forth in this Agreement: THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAW OF ANY FOREIGN
JURISDICTION OR ANY STATE WITHIN THE UNITED STATES. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED
ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR SUCH FOREIGN OR STATE
SECURITIES LAW OR UNLESS THE PARENT HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE PARENT AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


(c)            Removal
of Legends. The legend set forth above shall be removed and the Parent shall issue a certificate without such legend or any other
 “restrictive” legend to the holder of the applicable Notes upon which it is stamped or issue to such holder by electronic
delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Notes are registered
for resale under the Securities Act pursuant to an effective registration statement, (ii) such Notes are sold or transferred pursuant
to Rule 144 (assuming the transferor is not an Affiliate of the Parent), or (iii) such Notes are eligible for sale under Rule 144
without any limits or restrictions provided in Rule 144. If any portion of the Warrant is exercised at a time when there is an effective
registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 without any
limits or restrictions provided in Rule 144, then such Warrant Shares shall be issued free of all legends.


 


(d)            Canadian
Legends. The Notes, the Warrants and the Warrant Shares shall have attached to them, whether through an electronic book-based system
or on certificates that may be issued to evidence such securities, as applicable, a legend setting out resale restrictions under applicable
securities laws substantially in the following form (and with the necessary information inserted):


 






    46 


     


    

 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DATE OF THE
CLOSING”.


 


(e)            Acknowledgement.
Each Purchaser hereunder acknowledges (i) that the Parent’s agreement hereunder to remove any legends from the Notes or
the Warrant Shares is not an affirmative statement or representation that such Notes or the Warrant Shares are freely tradable and
(ii) its primary responsibilities under the Securities Act and accordingly will not sell the Notes, the Warrant Shares or any
interest therein without complying with the requirements of the Securities Act.


 


10.15 Exculpation
among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm, corporation or stockholder, other than
the Borrowers and their respective officers and directors in their capacities as such, in making its investment or decision to invest
in the Borrowers. Each Purchaser agrees that no other Purchaser, nor the controlling persons, officers, directors, partners, agents,
stockholders or employees of any other Purchaser, will be liable for any action heretofore or hereafter taken or not taken by any of
them in connection with the purchase and sale of the Notes.


 


10.16 Survival.
This Agreement, amongst other things, sets out obligations of the Loan Parties in addition to any obligations that may be set out in
the Notes or other Loan Documents from time to time. Such obligations are not superseded or replaced by the Notes or any amendment to
the Notes, and all obligations set out in this Agreement are intended to survive the entering into of the Notes.


 


10.17 Further
Assurances. From time to time, the parties will execute and deliver such additional documents and will provide such additional information
as may reasonably be required to carry out the terms of this Agreement and the Notes and any agreements executed in connection herewith
or therewith.


 


10.18 Waiver
of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, THE NOTES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS
BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY
FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 






    47 


     


    

 


10.19 Confidentiality.
Purchasers and Noteholder Representative shall hold all nonpublic information regarding the Borrowers or the Parent obtained by Purchasers
and Noteholder Representative pursuant hereto in accordance with Purchasers’ or Noteholder Representative’s, as applicable,
customary procedures for handling information of such nature, except that disclosure of such information may be made (i) to Purchasers’
and Noteholder Representative’s agents, employees, subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating
agencies, insurance industry associations and portfolio management services, (ii) by Purchasers or Noteholder Representative as
required by law, subpoena, judicial order or similar order and in connection with any litigation, investigation or proceeding, and (iii) by
Purchasers or Noteholder Representative as may be required in connection with the examination, audit or similar investigation of such
Person. The obligations of Purchasers under this Section shall supersede and replace the obligations of Purchasers under any confidentiality
agreement in respect of this transaction executed and delivered by Purchasers prior to the date hereof. For greater certainty and notwithstanding
any other term of this Agreement, the Purchasers and the Noteholder Representative may freely share information regarding the Borrowers
or the Parent or any Subsidiary among each other.


 


[SIGNATURE PAGES FOLLOW]


 






    48 


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date set forth above.


 


		 	BORROWERS:
	 	 	 
	Address for Notices:

[REDACTED]	 	BAKER
TECHNOLOGIES, INC., a Delaware corporation
		 	 
	 	 	 
	 	 	Per:	/s/ Timothy Conder
	 	 	 	Name: Timothy Conder
	 	 	 	Title: Chief Operating Officer
	 	 	 
	 	 	 
	Address for Notices:

[REDACTED]	 	COMMONWEALTH
ALTERNATIVE CARE, INC., a Massachusetts corporation
		 	 
	 	 	 
	 	 	Per:	/s/ Timothy Conder
	 	 	 	Name: Timothy Conder
	 	 	 	Title: Chief Operating Officer
	 	 	 
	 	 	 
	Address for Notices: 

[REDACTED]	 	JIMMY
JANG, L.P., a Delaware limited partnership, by its general partner, JIMMY JANG HOLDINGS INC., a British Columbia corporation
		 	 
	 	 	 
	 	 	Per:	/s/ Timothy Conder
	 	 	 	Name: Timothy Conder
	 	 	 	Title: Chief Operating Officer
	 	 	 
	 	 	 
	Address for Notices:

[REDACTED]	 	JUPITER
RESEARCH, LLC, an Arizona limited liability company, by its Managing Member, BAKER TECHNOLOGIES, INC., a Delaware corporation
	 	 	 
	 	 	Per:	/s/ Timothy Conder
	 	 	 	Name: Timothy Conder
	 	 	 	Title: Chief Operating Officer







 


[Signature Page to Senior Secured Note Purchase Agreement]





 






     


     


    

 


	 	 	PARENT:
	 	 	 
	Address for Notices: 

[REDACTED]	 	TILT HOLDINGS
INC., a British Columbia corporation
	 	 	 
	 	 	 
	 	 	Per:	/s/ Mark Scatterday
	 	 	 	Name: Mark Scatterday
	 	 	 	Title: Interim Chief Executive Officer



 


[Signature Page to Senior Secured Note Purchase Agreement]





 



     


     


    

 


	 	 	NR 1, LLC
	 	 	 
	 	 	 
	 	 	By	/s/ Mark Silva
	 	 	Name: Mark Silva
	 	 	Title: Attorney-in-fact
	 	 	 
	 	 	Address: [***]
	 	 	Attn: John F.F. Watkins
	 	 	Email
Address: [***]



 


[Signature Page to Secured Note Purchase
Agreement]





 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.


 


	 	 	By	/s/ Andre Khury
	 	 	Name: 9089900 Canada Inc.
	 	 	Title: President, Andre Khury
	 	 	 
	 	 	Address:
[***]
	 	 	Email
Address: [***]



 


[Signature
Page to Secured Note Purchase Agreement]





 






     


     


    




 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.


 


	 	 	Name: Bernard
Abdo
	 	 	 
	 	 	Address:
[***]
	 	 	Email
Address: [***]



 


[Signature Page to Secured Note Purchase
Agreement]


 






     


     


    




 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	 	By:	/s/ Ornulf Loeberken
	 	 	Name: Ornulf Loeberken
	 	 	Title: Director Acomita Investment Ltd
	 	 	 
	 	 	Address:
[***]
	 	 	Email
Address: [***]



 


[Signature Page to Secured Note Purchase
Agreement]





 






     


     


    




 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.


 


	 	 	By:	/s/ Blake Bechtel
	 	 	Name: Blake Bechtel
	 	 	 
	 	 	Address:
[***]
	 	 	Email Address: [***]



 


[Signature Page to Secured
Note Purchase Agreement]





 






     


     


    

 


  


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.


 


	 	 	/s/ Brian Thebault
	 	 	Name: Brian Thebault
	 	 	 
	 	 	Address:
[***]
	 	 	Email:
[***]



 


[Signature
Page to Secured Note Purchase Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.


 


	 	 	/s/ Michael J. Bruce
	 	 	Name:
Michael J. Bruce
	 	 	 
	 	 	Address: [***]
	 	 	Email Address: [***]



 


[Signature Page to Secured
Note Purchase Agreement]


 






     


     


    




 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.


 


	 	 	JOHN BUELTEL'S LIVING REVOCABLE TRUST
	 	 	 
	 	 	 
	 	 	By:	/s/ John Bueltel
	 	 	Name:
John Bueltel
	 	 	Title: Trustee
	 	 	 
	 	 	Address: [***]
	 	 	Email
Address: [***]



 


[Signature Page to
Secured Note Purchase Agreement]


 






     


     


    

 



 





IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.


 


	 	Collisto Collaborations, LLC
	 	 
	 	By	/s/ Adam Draizin
	 	Name: Adam Draizin
	 	Title: Manager
	 	Address: [***]
	 	Email Address: [***]



 


[Signature Page to Secured
Note Purchase Agreement]


 






     


     


    

 


	IN WITNESS
    WHEREOF. the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	/s/ Kent Carson
	 	Name: Kent Carson
	 	Address: [***]
	 	Email address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	CHARLOTTES TRUST
	 	 
	 	By	/s/ Nicholas Gleysten
	 	Name: Nicholas Gleysten
	 	Title: Trustee
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	/s/ Cheaib Raymond
	 	Name: Cheaib Raymond
	 	Address: [***]
	 	Email: [***]
	 	 
	 	/s/ Beyrouthy Mylene
	 	Name: Beyrouthy Mylene
	 	Address: [***]
	 	Email: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above
	 
	 	Corner Health, LLC
	 	 
	 	By
/s/ Jane Batzofin
	 	Name: Jane Batzofin
	 	Title: Co-Manager
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
		CORTLANDT PRIVATE CAPITAL LLC
	 	 
			By	/s/ Howard Goldstein
		Name: Howard Goldstein
		Title: Managing Partner
		Address:
		Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 	 
	 	/s/ Jordan K Geotas
	 	Name: Jordan K Geotas
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
		GIRLS NIGHT OUT LLC
	 	 
			By	/s/ Nedenia C. Rumbough
		Name: Nedenia C. Rumbough
		Title: Manager
		Address: [***]
		Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	HIGHLY OPTIMISTIC, LLC
	 	 
	 	By	/s/ William C. Fowler
	 	 	 
	 	JS Capital Management, Inc., Manager
	 	William C. Fowler, President
	 	 
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	Investor 7, LLC
	 	By	/s/ Mark Silva
	 	Name: Mark Silva
	 	Title: Attorney-in-fact
	 	Address: [***]
	 	Email Address: [***]
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	JDM CAPITAL TRUST
	 	By	/s/ John Mulkey
	 	Name: John Mulkey
	 	Title: Trustee
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	JP AVIATION MOLDINGS, LLC
	 	 
	 	By	/s/ Jonathan Roulin
	 	Name: Jonathan Roulin
	 	Title: Sole Member
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	/s/ Abraham Keh
	 	Name: Abraham Keh
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	KHK VENTURES, LLC
	 	 
	 	By	/s/ Michael T. Coghlan
	 	Name: Michael T. Coghlan
	 	Title: Managing Member
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 


	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
	 
	 	By	/s/ Scott LaRoque
	 	Name: Scott LaRoque
	 	Title: President
	 	Address: [***]
	 	Email Address: [***]
	 	 
	[Signature Page to Secured Note Purchase Agreement]



 






     


     


    

 



 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/
Donal Mastrangelo
	 	Name: Donal Mastrangelo
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	By	/s/
Tim Murphy
	 	Name: Tim Murphy
	 	Title: Murphy Family Trust
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/
George C. Odden
	 	 
	 	Name: George C. Odden
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	By 	/s/ Jordan Tritt
	 	Name: Jordan Tritt
	 	Title: Principal- Partner Opportunity
    Fund, LLC
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/
Jeffrey Pavone
	 	Name: Jeffrey Pavone
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	By	/s/ Robert H. Crompton
	 	Name: Robert H. Crompton
	 	Title Managing Member of RHC 3 LLP
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/
Timothy J. Sandker
	 	Name: Timothy J. Sandker
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/
Daniel T. Santy
	 	Name: Daniel T. Santy
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/
Mark Scatterday
	 	Name: Mark Scatterday
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	Sheldrake Interests LLC
	 	 
	 	By	/s/ Adam Draizin
	 	Name: Adam Draizin
	 	Title: Manager
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/
David Simkins
	 	Name: David Simkins
	 	Address: [***]
	 	Email: [***]
	 	 
	 	/s/ Lucy
Simkins
	 	Address: [***]
	 	Email: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/:
    Spencer Weed
	 	Name: Spencer Weed
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date set forth above.


 


	 	/s/
Steven A. Weed
	 	Name: Steven A. Weed
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date set forth above.


 


	 	/s/
Spencer Weed
	 	Name: Spencer Weed
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.


 


	 	/s/
Abraham Keh
	 	Name: Abraham Keh
	 	Address: [***]
	 	Email Address: [***]




 


[Signature Page to Secured Note Purchase
Agreement]


 






    


     


    

 



 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/ Blake Bechtel
	 	Name: Blake Bechtel
	 	Address: [***]
	 	Email Address: [***]



 


[Signature Page to Secured Note Purchase
Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/ Colin Taylor
	 	Name: Colin Taylor
	 	Address: [***]
	 	Email Address: [***]



 


[Signature Page to Secured Note Purchase
Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 





		 	THE FAMILY TRUST C/U THE LAURE TOSI
2012 LONG-TERM TRUST AGRE



 


	 	By:	/s/ Laurence A. Tosi
	 	Name:	 Laurence A. Tosi
	 	Title: 	Trustee
	 	Address:
    [***]
	 	Email
    Address: [***]



 


[Signature
Page to Secured Note Purchase Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


  





	 	Ullman
    Wealth Management Inc. As Trustee For UWM Tactical Multi-Strategy Fund
	 	 
	 	By	/s/ Laurence Ullman
	 	Name: Laurence
    Ullman
	 	Title:  CEO
	 	 
	 	Address: [***]
	 	 
	 	Email Address:
    [***]



 


[Signature Page to
Secured Note Purchase Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.


 


	 	/s/ Mark Young
	 	Name: Mark Young
	 	Address: [***]
	 	Email Address: [***]



 


[Signature Page to Secured Note Purchase
Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.


 


	 	/s/ J. Philip Thebault
	 	Name: J. Philip Thebault
	 	Address: [***]
	 	Email Address: [***]



 


[Signature Page to Secured Note Purchase
Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.


 


	 	/s/ Roy Lipson
	 	Name:
    Roy Lipson
	 	Address:
    [***]
	 	Email
    Address: [***]



 


[Signature Page to Secured Note Purchase
Agreement]


 






     


     


    

 


SCHEDULE OF PURCHASERS


 





	Purchaser	 	Commitment	 
	[***]	 	$	5,000,000	 
	[***]	 	$	1,000,000	 
	[***]	 	$	500,000	 
	[***]	 	$	300,000	 
	[***]	 	$	250,000	 
	[***]	 	$	250,000	 
	[***]	 	$	100,000	 
	[***]	 	$	250,000	 
	[***]	 	$	200,000	 
	[***]	 	$	150,000	 
	[***]	 	$	100,011	 
	[***]	 	$	50,000	 
	[***]	 	$	30,000	 
	[***]	 	$	6,500,000	 
	[***]	 	$	100,000	 
	[***]	 	$	250,000	 
	[***]	 	$	225,000	 
	[***]	 	$	100,000	 
	[***]	 	$	200,000	 
	[***]	 	$	100,000	 
	[***]	 	$	150,000	 
	[***]	 	$	4,000,000	 
	[***]	 	$	50,000	 
	[***]	 	$	250,000	 
	[***]	 	$	25,000	 
	[***]	 	$	100,000	 
	[***]	 	$	1,000,000	 







	[***]	 	$	400,000	 
	[***]	 	$	500,000	 
	[***]	 	$	100,000	 
	[***]	 	$	200,000	 
	[***]	 	$	1,618,500	 
	[***]	 	$	 62, 500	 
	[***]	 	$	 125, 000	 
	[***]	 	$	218,750	 
	[***]	 	$	150,000	 
	[***]	 	$	50,000	 
	[***]	 	$	300,000	 
	[***]	 	$	500,000	 
	[***]	 	$	50,000	 
	[***]	 	$	100,000	 
	[***]	 	$	25,605,011	 



 






     


     


    

 


EXHIBIT A


 


Form of
Secured Note


 


(Please see attached)


 






     


     


    

 


THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAW OF ANY FOREIGN JURISDICTION OR
ANY STATE WITHIN THE UNITED STATES. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR SUCH FOREIGN OR STATE SECURITIES LAW OR
UNLESS THE PARENT HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE PARENT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS
AND A DAY AFTER THE DATE OF THE CLOSING.


 


PROMISSORY NOTE


 


	No. []	Date
of Issuance
	 	 
	US$[PRINCIPAL AMOUNT]	[DATE], 2019



 


FOR
VALUE RECEIVED, JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation,
JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation,
together, joint and severally, the “Company”), hereby promises to pay to the order of [PURCHASER NAME] (the “Holder”),
the principal sum of US$[PRINCIPAL AMOUNT], together with interest thereon from the date of this Note (the “Effective Date”).
The principal and accrued and unpaid interest of this Note will be due and payable by the Company on the Maturity Date.


 


This Note is one of a series
of Notes issued pursuant to that certain Senior Secured Note Purchase Agreement, dated November 1, 2019, by and among the Company,
the Holder and the other parties thereto (the “Purchase Agreement”), and capitalized terms not defined herein will
have the meanings set forth in the Purchase Agreement. All rights and obligations under this Note are governed by the Purchase Agreement.


 


		1.	Interest. Interest will accrue daily at a rate equal
to eight percent (8%) per annum calculated by the Noteholder Representative on the basis of a three hundred sixty (360) day year for
the actual number of days elapsed (the “Applicable Interest Rate”) and shall compound quarterly. Interest only on
the unpaid principal balance of this Note shall be due and payable in arrears on the first day of each calendar quarter after the Effective
Date (each such date, an “Interest Payment Date”), with all outstanding principal and accrued and unpaid interest
due and payable on the Maturity Date; provided, however, that if an Interest Payment Date is not a Business Day, the Company shall
pay interest on the next Business Day following such Interest Payment Date.



 






     


     


    

 


		2.	Default Interest. During the continuance
of an Event of Default, interest will accrue at a rate equal to the Applicable Interest Rate plus eight percent (8%) per annum.



 


		3.	Payment. All payments will be made
in lawful money of the United States of America at the principal office of the Company, or at such other place as the Holder may from
time to time designate in writing to the Company. Payment will be credited first to fees payable to the Purchasers (if any) then due and
payable, then to reimbursement and indemnity obligations to the Noteholder Representative and the Purchasers (if any, and on a pro rata
basis) then due and payable, then to fee obligations of the Noteholder Representative then due and payable, then to accrued interest due
and payable, with any remainder applied to principal.



 


		4.	Security. This Note is a secured
obligation of the Company and the Subsidiaries as more fully set forth in the Security Agreements. The Obligations under this Note are
guaranteed by the Guarantors pursuant to the Guarantees.



 


		5.	Taxes. Any and all payments by
the Company (or any payment by a Guarantor) under this Note shall be made free and clear of and without deduction or withholding for any
Taxes except as required by applicable Laws. If the Holder shall be required to deduct or withhold any Taxes from or in respect of any
amount payable under this Note, then the Holder shall make such deduction or withholding and shall pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable Laws. Any amount deducted or withheld by Holder shall be considered
for purposes of this Note to have been paid to the Holder and neither the Company nor the Parent shall have any obligation to pay any
additional amounts in respect of amounts so deducted or withheld.



 


		6.	Amendments and Waivers; Resolutions of Dispute;
Notice. The amendment or waiver of any term of this Note, the resolution of any controversy or claim arising out of or relating
to this Note and the provision of notice among the Company and the Holder will be governed by the terms of the Purchase Agreement.



 


		7.	Purchase Agreement: This Note is
issued in connection with the Purchase Agreement which contains additional terms relevant to the administration of the Notes, the obligations
of the Borrowers (amongst others) and the rights of the Holder.



 


		8.	Successors and Assigns. This Note
applies to, inures to the benefit of, and binds the respective successors and assigns of the parties hereto; provided, however, that the
Company may not assign its obligations under this Note without the written consent of the Noteholder Representative. Any transfer of this
Note may be effected only pursuant to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new note
to the transferee. The Holder and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions,
and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Purchasers (or their respective
successors or assigns). No transfer or assignment of the Note is effective unless and until the transferee or assignee executes and delivers
to the Noteholder Representative counterpart signature pages to the Purchase Agreement. The assignee or transferee of the Note
shall execute any other agreements or documents reasonably required by the Noteholder Representative or the Borrowers.



 






     


     


    

 


		9.	Officers and Directors not Liable.
In no event will any officer or director of the Company or the Parent be liable for any amounts due and payable pursuant to this Note.



 


		10.	Limitation on Interest. In no event
will any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law, and if any
payment made by the Company under this Note exceeds such maximum rate, then such excess sum will be credited by the Holder as a payment
of principal.



 


		11.	Choice of Law. This Note will be
governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, 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 Commonwealth of Massachusetts.



 


		12.	Approval. The Company hereby represents
that its general partner or board of directors (as applicable), and the Parent’s board of directors, in the exercise of their fiduciary
duties, has approved the Company's execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate
for the Company after reasonable inquiry concerning the Company's financing objectives and financial situation. In addition, the Company
hereby represents that it shall use the principal of this Note in accordance with the Purchase Agreement.



 


[Signatures on Following Page]