Exhibit 10.14


 


EXECUTION VERSION


 


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.


 


CANADIAN SECURITY AGREEMENT


 


This CANADIAN SECURITY AGREEMENT,
dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions
hereof, this “Agreement”), is made by Tilt Holdings, Inc. as “Grantor” (the “Grantor”),
in favor of NR 1, LLC, a Delaware limited liability company (in such capacity, the “Secured Party”) on behalf of the
purchasers named in the Purchase Agreement (the “Purchasers”).


 


WHEREAS, on the date hereof,
Jimmy Jang, L.P., a Delaware limited partnership, Baker Technologies, Inc., a Delaware corporation, Jupiter Research, LLC, an Arizona
limited liability company, and Commonwealth Alternative Care, Inc., a Massachusetts corporation (together, the “Borrowers”),
as borrowers, the Secured Party, the Secured Party, and the other parties thereto, executed and delivered a Secured Note Purchase Agreement
(as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”) providing for the purchase
and sale of up to U.S. Thirty Five Million and No/100 Dollars (U.S. $35,000,000). All capitalized terms not otherwise defined herein shall
have the respective meanings given in the Purchase Agreement.


 


WHEREAS, pursuant to a guaranty
dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Guaranty”), delivered
by the Grantor in favor of the Secured Party, the Grantor has guaranteed the payment and performance of the Borrowers’ obligations
under or relating to the Notes, as more fully set forth therein.


 


WHEREAS, this Agreement is
given by the Grantor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and


 


WHEREAS, it is a condition
under the Purchase Agreement that the Grantor shall execute and deliver this Agreement to the Secured Party for the benefit of the Purchasers;


 


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


 


1. Definitions.


 


		(a)	Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.



 


		(b)	Unless otherwise defined herein, terms used herein that are defined in the PPSA or the STA shall have the meanings assigned to
                                                                 them in the PPSA or STA.



 


		(c)	For purposes of this Agreement, the following terms shall have the following meanings:



 


“Collateral” has the meaning set forth
in Section 2.


 


“Event of Default” has the meaning
set forth in the Purchase Agreement.


 






    


     


    

 


“First Priority”
means, with respect to any lien and security interest purported to be created in any Collateral pursuant to this Agreement, such lien
and security interest is the most senior lien to which such Collateral is subject (subject only to Permitted Liens).


 


“Laws” has the meaning set forth in the
Purchase Agreement.


 


“PPSA”
means the Personal Property Security Act (Ontario), including the regulations thereto, provided that, if perfection or the effect
of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the personal property security
legislation or other applicable legislation with respect to personal property security as in effect in a jurisdiction other than Ontario,
 “PPSA” means the Personal Property Security Act or such other applicable legislation as in effect from time to time in such
other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.


 


“Proceeds”
means “proceeds” as such term is defined in the PPSA and, in any event, shall include, without limitation, all dividends or
other income from the Collateral, collections thereon or distributions with respect thereto.


 


“Secured Obligations” has the meaning
set forth in Section 3.


 


“STA” means
the Securities Transfer Act, 2006 (Ontario), including the regulations thereto, provided that, to the extent that perfection or
the effect of perfection or non-perfection or the priority of any Lien created hereunder on Collateral that is Investment Property is
governed by the laws in effect in any province or territory of Canada other than Ontario in which there is in force legislation substantially
the same as the Securities Transfer Act, 2006 (Ontario) (an “Other STA Province”), then STA shall mean such other legislation
as in effect from time to time in such Other STA Province for purposes of the provisions hereof referring to or incorporating by reference
provisions of the STA; and to the extent that such perfection or the effect of perfection or non-perfection or the priority of any Lien
created hereunder on the Collateral is governed by the laws of a jurisdiction other than Ontario or an Other STA Province, then references
herein to the STA shall be disregarded except for the terms “Certificated Security” and “Uncertificated Security”,
which shall have the meanings herein as defined in the Securities Transfer Act, 2006 (Ontario) regardless of whether the STA is in force
in the applicable jurisdiction.


 


2. Grant of Security Interest.
The Grantor hereby pledges and grants to the Secured Party, and hereby creates a continuing First Priority security interest in favor
of the Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or
hereafter from time to time arising or acquired (collectively, the “Collateral”):


 


		(a)	all personal property of every kind and nature including but not limited to all accounts, goods (including
inventory and equipment), documents of title, instruments, promissory notes, chattel paper, letters of credit, securities and all other
investment property, intangibles, money, accounts, and any other contract rights or rights to the payment of money; and



 


		(b)	all Proceeds and products of each of the foregoing, all
books and records relating 2 to the foregoing, all supporting obligations
related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing,
and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Grantor from time to time with respect to any
of the foregoing.



 






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Notwithstanding the foregoing
or anything contained in this Agreement or any other Loan Document to the contrary, the term “Collateral” shall not include,
and a security interest is not granted in, any right or interest in any permit, license, lease or contract if under the terms of such
permit, license, lease or contract, or applicable Laws with respect thereto, the grant of a security interest or lien therein is prohibited
and such prohibition or restriction has not been waived or the requisite consent in respect of such permit, license, lease or contract
has not been obtained (or is not able to be obtained) or the grant of a security interest or lien therein would, under the terms of such
permit, license, lease or contract, result in the voiding or termination of or give rise to a right of termination of such permit, license,
lease or contract, provided that, such permit, license, lease or contract shall be included in the term “Collateral” and a
security interest shall be granted therein, at such time as the grant of a security interest therein is no longer prohibited, or the requisite
consent in respect thereof has been obtained.


 


The last day of any term reserved
by any real property lease, written or unwritten, or any agreement to lease real property, now held or subsequently acquired by the Grantor
is excepted out of the security interest granted hereunder. As further security for the payment of its Secured Obligations, the Grantor
agrees that it will stand possessed of the reversion of such last day of the term and shall hold it in trust for the Lender for the purpose
of this Agreement. The Grantor shall assign and dispose of the same in such manner as the Secured Party may from time to time direct in
writing without cost or expense to the Secured Party. Upon any sale, assignment, sublease or other disposition of such lease or agreement
to lease, the Secured Party shall, for the purpose of vesting the residue of any such term in any purchaser, sublessee or such other acquiror
of the real property lease, agreement to lease or any interest in any of them, be entitled by deed or other written instrument to assign
to such other person, the residue of any such term in place of the Grantor and to vest the residue freed and discharged from any obligation
whatsoever respecting the same.


 


3. Secured Obligations; Attachment; Value.


 


(a)          The
Collateral secures the due and prompt payment and performance of all loans, advances, debts, covenants, duties, obligations and liabilities
of any kind and description, owed by the Grantor under or in connection with the Notes, the Purchase Agreement, the Guaranty, and each
of the other Loan Documents to which the Grantor is a party, including all interest, fees, charges, expenses, attorneys’ fees and
costs and accountants’ fees and costs chargeable to and payable by the Grantor, in each case, whether direct or indirect, absolute
or contingent, now existing or hereafter arising, due or to become due, and whether or not arising after the commencement of a proceeding
under the Bankruptcy and Insolvency Act (Canada) (including post-petition interest) and whether or not allowed or allowable as
a claim in any such proceeding (collectively, the “Secured Obligations”). Attachment; Value.


 


(b)          The
security interest created hereby is intended to attach, in respect of Collateral 3 in which the Grantor has rights at the time
this Agreement is signed by the Grantor and delivered to the Lender, and, in respect of Collateral in which the Grantor subsequently
acquires rights, at the time the Grantor subsequently acquires such rights. The Grantor and the Lender hereby acknowledge that (a) value
has been given; (b) the Grantor has rights in the Collateral in which it has granted a security interest; and (c) this Agreement
constitutes a security agreement as that term is defined in the PPSA.




 


4. Perfection of Security Interest and Further Assurances.


 


		(a)	The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral,
take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including,
without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) of the PPSA.
The Grantor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained
and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor.



 


		(b)	The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file
in any relevant jurisdiction any financing statements and financing change statements that contain the information required under the
PPSA for the filing of any financing statement or financing change statement relating to the Collateral, including any financing or financing
change statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest
granted by the Grantor hereunder, including the filing of a financing statement describing the Collateral as all present and after-acquired
personal property of the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party
pursuant to this Section promptly to the Secured Party upon request.



 


		(c)	If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral
shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment
from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the
Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party
as to such Collateral.



 


		(d)	The Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor
will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further
action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity,
perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to
exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.



 






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5. Representations and Warranties.
The Grantor hereby represents and warrants as follows:


 


		(a)	At the time the Collateral becomes subject to the lien and security interest created by this Agreement,
the Grantor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance,
claim, option or right of others except for Permitted Liens.



 


		(b)	The grant of the Collateral pursuant to this Agreement creates a valid and perfected First Priority security
interest in the Collateral, securing the payment and performance when due of the Secured Obligations.



 


		(c)	It has full power, authority and legal right to pledge its Collateral pursuant to this Agreement.



 


		(d)	This Agreement and the Guaranty have been duly authorized, executed and delivered by the Grantor and each
constitutes a legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles
(regardless of whether enforcement is sought in equity or at law).



 






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		(e)	No authorization, approval, or other action by, and no notice to or filing with, any governmental authority
or regulatory body is required for the pledge by the Grantor of the Collateral pursuant to this Agreement or for the execution and delivery
of this Agreement by the Grantor or the performance by the Grantor of its obligations hereunder.



 


		(f)	The execution and delivery of this Agreement by the Grantor and the performance by the Grantor of its
obligations hereunder, will not violate any provision of any applicable Laws or regulation or any order, judgment, writ, award or decree
of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Grantor or any of its property, or the organizational
or governing documents of the Grantor or any agreement or instrument to which the Grantor is party or by which it or its property is bound.



 


		(g)	The Collateral consisting of securities has been duly authorized and validly issued, and is fully paid
and non-assessable and subject to no options to purchase or similar rights. None of the Collateral constitutes, or is the proceeds of,
(i) timber to be cut or (ii) aircraft, aircraft engines, satellites, ships or railroad rolling stock. None of the account debtors
or other persons obligated on any of the Collateral is a governmental authority.



 


		(h)	No person other than the Grantor or the Secured Party has control or possession of all or any part of
the Collateral.



 


		(i)	The Grantor has delivered to the Secured Party an information certificate containing, inter alia,
the Grantor’s exact legal name, its jurisdiction of incorporation, its registered office, its places of business and the location
of its assets. All information provided therein is true, complete and correct in all material respects.



 






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		(j)	The Grantor is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency
Act (Canada), as amended from time to time.



 


6. Voting, Distributions and Receivables.


 


		(a)	The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Grantor
may, to the extent the Grantor has such right as a holder of the Collateral consisting of securities, other Equity Interests or indebtedness
owed by any obligor, vote and give consents, ratifications and waivers with respect thereto.



 


		(b)	The Secured Party agrees that the Grantor may, unless an Event of Default shall have occurred and be continuing,
receive and retain all dividends and other distributions with respect to the Collateral consisting of securities, other Equity Interests
or indebtedness owed by any obligor.



 


		(c)	If any Event of Default shall have occurred and be continuing, the Secured Party may, or at the request
and option of the Secured Party, the Grantor shall, notify account debtors and other persons obligated on any of the Collateral of the
security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment
thereof is to be made directly to the Secured Party.



 


7. Covenants. The Grantor hereby covenants as follows:


 


		(a)	The Grantor will not, without providing at least 30 days’ prior written notice to the Secured Party,
change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive
office or its principal place of business or its organizational identification number. The Grantor will, prior to any change described
in the preceding sentence, take all actions reasonably requested by the Secured Party to maintain the perfection and priority of the Secured
Party’s security interest in the Collateral.



 


		(b)	The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority
lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall
maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect.



 


		(c)	The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any
option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right
of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein
except for Permitted Dispositions and Permitted Liens.



 


		(d)	The Grantor will keep the Collateral in good order and repair and will not use the same in violation of
Applicable Law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral
at any reasonable time, wherever located; provided, however, that such an inspection shall not be made more than once every sixty (60) days in the absence of a
continuing Event of Default.



 






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		( )	The Grantor will pay promptly when due all taxes, assessments,
governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred
in connection with this Agreement.



 


		(a)	The Grantor will continue to operate its business in compliance with all Applicable Law.



 


8. Secured
Party Appointed Attorney-in-Fact. The Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority
in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time during the continuance of an Event
of Default in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem
necessary or advisable to accomplish the purposes of this Agreement (but the Secured Party shall not be obligated to and shall have no
liability to the Grantor or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall
be irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.


 


0. Secured
Party May Perform. If the Grantor fails to perform any obligation contained in this Agreement, the Secured Party may itself
perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable
by the Grantor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Grantor.


 


0. Reasonable
Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable
care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession
if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood
that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to any claims, the nature
or sufficiency of any payment or performance by any party under or pursuant to any agreement relating to the Collateral or other matters
relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any
necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise
by the Secured Party of any of the rights and remedies hereunder, shall relieve the Grantor from the performance of any obligation on
the Grantor’s part to be performed or observed in respect of any of the Collateral.


 


0. Remedies
Upon Default.


 


		(a)	If any Event of Default shall have occurred and be continuing,
upon (a) receipt of written notice of Event of Default and at the direction of the Secured Party, the Grantors shall within forty-five
(45) days of such notice commence a sale process (the “Sale Process”) with respect to Collateral with a value that is sufficient
to satisfy the Obligations. The Secured Party shall have sixty (60) days after the commencement of the Sale Process to enter into a term
sheet with respect to the disposition of the Collateral, and shall have sixty (60) days following the execution
of such term sheet to enter into a transaction with respect to the disposition of the Collateral providing proceeds sufficient to pay
off the Secured Obligations in their entirety at such closing. If the Grantors fail to comply with the requirements of this Section 11(a) in
running the Sale Process diligently and in good faith, then the Secured Party shall have the right to exercise any and all remedies it
may have under applicable Laws.



 






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		(b)	Subject to Section 11(a), if any Event of Default shall have occurred and be continuing, the Secured
Party, without any other notice to or demand upon the Grantor, may assert all rights and remedies of a secured party under the PPSA or
other applicable Laws, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options
to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral
or any portion thereof is necessary under applicable Laws, written notice mailed to the Grantor at its notice address as provided in Section 15
hereof 15 days (or such other number of days as may be required by applicable Law) prior to the date of such disposition shall constitute
reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made
in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the Secured
Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of
any kind other than that necessary under applicable Laws. Without precluding any other methods of sale, the sale of the Collateral or
any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices
of creditors disposing of similar property. The Grantor hereby waives and releases to the fullest extent permitted by law any right or
equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the
Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable Laws, the
Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of
redemption. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale.



 


		(c)	Subject to Section 11(a), if any Event of Default shall have occurred and be continuing, any
cash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party to the payment
of expenses incurred by the Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral
or in any way relating to the Collateral or the rights of the Secured Party hereunder, including reasonable attorneys’ fees, and
the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as the Secured
Party shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in full of all the
Secured Obligations shall be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus. The Grantor shall
remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient
to pay the Secured Obligations and the fees and
other charges of any attorneys employed by the Secured Party to collect such deficiency.



 






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12. No Waiver and Cumulative
Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 14), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.
All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.


 


13. Security Interest Absolute.
The Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral
received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the
Secured Party and liens and security interests hereunder, and all Secured Obligations of the Grantor hereunder, shall be absolute and
unconditional irrespective of:


 


		(a)	any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement
or instrument;



 


		(b)	any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations,
or any rescission, waiver, amendment or other modification of the Purchase Agreement, the Guaranty, this Agreement or any other agreement,
including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;



 


		(c)	any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other
collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured
Obligations;



 


		(d)	any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or
other assets to all or part of the Secured Obligations;



 


		(e)	any default, failure or delay, wilful or otherwise, in the performance of the Secured Obligations;



 


		(f)	any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any
time be available to, or be asserted by, the Grantor against the Secured Party; or



 


		(g)	any other circumstance (including, without limitation, any statute of limitations) or manner of administering
the Notes or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise
operate as a defense available to, or a legal or equitable discharge of, the Grantor or any other grantor, guarantor or surety.



 


14. Amendments.
Subject to Section 11.10 of the Purchase Agreement, none of the terms or provisions of this Agreement may be amended, modified,
supplemented, terminated or waived, and no consent to any departure by the Grantor therefrom shall be effective unless the same
shall be in writing and signed by the Secured Party, and then such amendment, modification, supplement, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which made or given.


 






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15. Addresses
For Notices. All notices and other communications provided for in this Agreement shall be in
writing and shall be given in the manner and become effective as set forth in the Purchase Agreement, and addressed to the respective
parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated
by such party in a written notice to each other party.


 


16. Continuing
Security Interest; Further Actions. This Agreement shall create a continuing First Priority lien and security interest in the Collateral
and shall (a) subject to Section 17, remain in full force and effect until payment and performance in full of the Secured Obligations,
(b) be binding upon the Grantor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors,
transferees and assigns; provided that the Grantor may not assign or otherwise transfer any of its rights or obligations under this Agreement
without the prior written consent of the Secured Party.


 


17. Termination;
Release. On the date on which all Secured Obligations have been paid and performed in full, the Secured Party will, at the request
and sole expense of the Grantor, (a) duly assign, transfer and deliver to or at the direction of the Grantor (without recourse and
without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together with
any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Grantors a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement.


 


18. Governing
Law. This Agreement 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 laws of the Province of Ontario and the federal laws of Canada applicable therein.


 


19. Jurisdiction
and Venue. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE INSTITUTED IN THE COURTS OF THE PROVINCE OF ONTARIO, AND EACH PARTY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE 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.


 


20. 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 OR THE SECURITIES OR THE SUBJECT MATTER HEREOF. 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,
PURSUANT TO CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF DUTY, 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.


 






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21. Judgment Currency


 


(a)  If,
for purposes of obtaining or enforcing a judgment in any court, it is necessary to convert into a particular currency (the “Judgment
Currency”) an amount due under this Agreement in any other currency (the “Original Currency”), then conversion
shall be made at the rate of exchange prevailing on the business day before the day on which final judgment is given (the “Conversion
Date”). For purposes of this Section 21, “rate of exchange” means the rate at which the party to whom the judgment
is granted (the “Judgment Creditor”) is able, on the Conversion Date, to purchase the Original Currency with the Judgment
Currency in accordance with normal banking procedures in Toronto, Ontario.


 


(b)  The
obligations of the judgment debtor (the “Judgment Debtor”) in respect of any amount due in the Original Currency from
it to the Judgment Creditor under the Agreement will, notwithstanding any judgment in the Judgment Currency, be discharged only to the
extent that on the business day following receipt by the Judgment Creditor of any sum adjudged to be so due in the Judgment Currency,
the Judgment Creditor may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency. If the
amount of the Original Currency so purchased is less than the amount originally due to the Judgment Creditor in the Original Currency,
the Judgment Debtor agrees, as a separate obligation and notwithstanding the judgment, to indemnify the Judgment Creditor against any
loss arising as a result of such deficiency. In addition, the amount of the Original Currency so purchased exceeds the amount originally
due to the Judgment Creditor in the Original Currency, the Judgment Creditor shall remit such excess to the Judgment Debtor. The indemnity
in favour of the Judgment Creditor constitutes an obligation separate and independent from the other obligations contained in this Agreement,
gives rise to a separate and independent cause of action, applies irrespective of any indulgence granted by the Judgment Creditor from
time to time and continues in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount
due under this Agreement or under any judgment or order.


 


22. Verification Statement.
The Grantor hereby waives the requirement to be provided with a copy of any verification statement issued in respect of a financing statement
or financing change statement filed under the PPSA in connection with this Agreement.


 






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23. Counterparts. This
Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery
of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”)
format shall be effective as delivery of a manually executed counterpart of this Agreement.


 


[Signature pages follow.]


 






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


 





	 	“SECURED PARTY”
	 	 
	Address for Notices:	 
	[***]	NR 1, LLC 
	 	 
	Email Address:	Per: 	/s/ Mark Silva
	[***]	 	Name: Mark Silva
	 	 	Title: Attorney-in-fact



 





	 	“GRANTOR”
	 	 
	 	 
	Address for Notices:	TILT HOLDINGS INC.
	 	 
	[***]	Per:	/s/ Mark Scatterday
	 	 	Name: Mark Scatterday
	 	 	Title: Interim Chief Executive Officer



 


[Signature Page to Canadian Security Agreement]