Exhibit 10.6


 


Escrow Agreement


 


THIS AGREEMENT made effective as of this 16th
day of October, 2015.


 


AMONG:


 


Avonlea Ventures Inc., an Ontario
Corporation (“Lender”)


 


- and -


 


Canadian Cannabis Corp., a
Delaware Corporation (“Borrower”)


 


- and -


 


Norton Rose Fulbright Canada LLP,
a limited liability partnership carrying on the practice of law in the Province of Alberta (the “Escrow Agent”)


 


WHEREAS:


 


		A.	By letter of intent between Lender and Borrower dated October
6, 2015 (the “Letter Agreement”), Lender has committed to loan and Borrower agreed to borrow up to five million dollars
(the “Loan”), subject to the terms and conditions of a yet to be entered into definitive investment agreement.



 


		B.	The Loan will be comprised of not less than two tranches. The
initial tranche (the “Initial Financing”) shall be in the amount of $1,000,000 and shall be evidenced by a promissory
note in favour of Lender (the “Promissory Note”), guaranteed by 2264793 Ontario Inc. (the “Guarantor”)
under a guarantee (the “Guarantee”) and secured by a mortgage over the real property located at 100 Rutherford South,
Brampton, Ontario (the “Mortgage”) granted in favour of the Lender by the Guarantor.



 


		C.	The flow of funds under the Initial Financing shall be governed
by this agreement.



 


		D.	The Escrow Agent is willing to act as escrow agent for the sole
purposes of dealing with the $750,000.00 (the “Escrow Amount”), being the amount of the Initial Financing less the
cash portion of Lending Fee in the amount of $250,000.00.



 


NOW THEREFORE THIS AGREEMENT WITNESSES that
in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto have agreed
as follows:


 


Article
1

DEFINITIONS AND INTERPRETATION


 


	1.1	Definitions




 


Capitalized terms used but not otherwise defined
herein shall have the meaning provided in the Letter Agreement.


 






     


     

    

 


	1.2	Headings




 


The headings of Articles and Sections in this
Escrow Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Escrow Agreement.


 


	1.3	Included Words




 


Words importing the singular number only shall
include the plural and vice versa, and words importing the use of any gender shall include all genders.


 


	1.4	Business Day




 


Whenever any payment to be made or action to
be taken under this Escrow Agreement is required to be made or taken on a day other than a Business Day, such payment shall be
made or action taken on the next Business Day following.


 


	1.5	Schedules




 


There are appended to this Escrow Agreement
the following schedules pertaining to the following matters:


 


	Schedule “A” -	Form of Initial Instruction
	 	 
	Schedule “B” -	Form of Working
Capital Payment Instruction




 


Article
2

APPOINTMENT OF ESCROW AGENT


 


	2.1	Appointment of Escrow Agent




 


The Parties hereby appoint the Escrow Agent
as the escrow agent to receive, hold and administer the Escrow Amount subject to the terms and conditions of this Escrow Agreement.


 


	2.2	Acceptance of Appointment




 


The Escrow Agent hereby accepts such appointment
and hereby declares that it will hold the Escrow, in escrow, subject to the terms and conditions of this Escrow Agreement.


 


Article
3

DEPOSIT IN ESCROW


 


	3.1	Deposit in Escrow and Investment of Escrow Amount




 


Concurrent with or prior to the execution hereof
the Escrow Amount shall be delivered to the Escrow Agent by Lender. The Escrow Agent shall deposit the Escrow Amount in an interest
bearing trust account at a Canadian chartered bank. All interest earned on the Escrow Amount and the interest accruing on the Escrow
Amount shall, for the purposes of any taxes payable in respect of such interest, be deemed to accrue for the benefit of Borrower.


 






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Article
4

Terms of escrow


 


	4.1	Operation of Escrow




 


		(a)	Upon receipt of the Promissory Note, the Guarantee, the Mortgage, legal opinions in respect of
both the Borrower and the Guarantor, evidence of the issuance of all shares of the Borrower previously agreed to be issued to the
Lender and any other necessary related documentation to the satisfaction of Lender in its sole discretion, Lender shall direct
the Escrow Agent to remit $500,000 of the Escrow Amount directly to The Hydropothecary Corporation (“THC”), a corporation
subject to the laws of Canada, pursuant to the instructions set forth in Schedule “A” attached hereto (the “Initial
Instruction”), and such amount shall be delivered by the Escrow Agent to THC not later than the end of the Business Day next
following the date of receipt of the Initial Instruction (or the end of the second Business day next following the date of receipt
of Initial Instruction, if such Initial Instruction is received after 11 a.m., Calgary time).



 


		(b)	The remaining $250,000 of the Escrow Amount shall be retained in escrow by the Escrow Agent pending
instruction of Lender. The remaining Escrow Amount shall be used to fund (a) working capital costs of Borrower including the payment
of administrative costs and travel expenses, (b) fees and disbursements of legal counsel and (c) such other fees and costs as may
be approved by Lender, in each case subject to the prior written approval of Lender, in its sole discretion, prior to funding.
Upon determination by Lender from time to time that any of the foregoing fees, expenses, costs and disbursements are acceptable
in the sole determination of Lender, Lender shall direct the Escrow Agent to remit amounts from the Escrow Amount which, in aggregate,
do not exceed $250,000, pursuant to the instructions set forth in Schedule “B” attached hereto (the “Working
Capital Payment Instruction”). Upon receipt of each such Working Capital Payment Instruction, the Escrow Agent shall deliver
the applicable amount to the order of Borrower not later than the end of the second Business Day next following the date of receipt
of the Working Capital Payment Instruction (or not later than three Business Days following the date of receipt of the Working
Capital Payment Instruction, if such instruction is received after 11 a.m., Calgary time); provided that, notwithstanding anything
to the contrary in this Agreement or the Letter Agreement or otherwise, the Escrow Agent shall not be obligated to make more than
one (1) payment under this Section 4.1 in any calendar week.



 


		(c)	If the full Escrow Amount is not advanced prior to May 31, 2016, the balance of the Escrow Amount
shall be paid by the Escrow Agent to Borrower on the later of (a) the third Business Day after receipt by the Escrow Agent of written
request from Borrower to the Escrow Agent and (b) June 6, 2016; provided that, if all amounts under the Promissory Note have not
been repaid in full (with all applicable interest) on or prior to such date, the Lender may, by written demand to the Escrow Agent
received no later than 11:00 a.m. (Toronto time) on May 31, 2016, require such balance to instead be delivered to Lender to the
extent that any such amounts remain payable to Lender under the Promissory Note, and the Escrow Agent shall on the later of (a)
the third Business Day after receipt of such demand from the Lender and (b) June 6, 2016 pay such demanded amount to the Lender
without further inquiry or investigation.



 






    -3-


     

    

 


Article
5

CONCERNING THE ESCROW AGREEMENT


 


	5.1	Duties, Liability and Indemnification of Escrow Agent




 


The acceptance by the Escrow Agent of its duties
and obligations under this Escrow Agreement is subject to the following terms and conditions, which the Parties agree will govern
and control the Escrow Agent with respect to its rights, duties, liabilities and immunities with respect to the Escrow Amount:


 


		(a)	neither the Escrow Agent nor its employees, servants, agents and associates will be liable or accountable
for any loss or damage whatsoever to any Person, including but not limited to Lender and Borrower and each of their officers, directors,
shareholders and Affiliates, caused by its performance of or its failure to perform its duties and responsibilities under this
Escrow Agreement, save only to the extent that such loss or damage is attributable to the gross negligence or wilful misconduct
of the Escrow Agent, having regard to the fact, which is hereby acknowledged by Lender and Borrower, that the Escrow Agent is not
engaged in the business of providing escrow services;



 


		(b)	the Escrow Agent will have no duties or responsibilities except those which are expressly set forth
herein, and the rights, duties, liabilities and immunities of the Escrow Agent may not be altered without its prior written consent;



 


		(c)	upon release and delivery by the Escrow Agent of all of the Escrow Amount as provided for in this
Escrow Agreement, the Escrow Agent will be released and forever discharged from all of its duties and responsibilities hereunder;



 


		(d)	in acting hereunder, the Escrow Agent will be severally indemnified and saved harmless by Lender
and Borrower (each as to an equal share) from all expenses, liabilities, claims, suits, damages, costs (including any costs incurred
by the Escrow Agent pursuant to paragraph (e) below) and demands whatsoever and howsoever arising (collectively, the “Expenses”)
in connection with the performance by it of its duties and responsibilities under this Escrow Agreement, save only to the extent
that the Expenses arise directly from the gross negligence or wilful misconduct of the Escrow Agent, its servants, agents and associates,
having regard to the fact that the Escrow Agent is not engaged in the business of providing escrow services. This indemnity shall
survive the termination of the escrow arrangements provided for in this Escrow Agreement;



 






    -4-


     

    

 


		(e)	the Escrow Agent may retain and act on the opinion or advice obtained from its counsel or other
professional advisors (who may be partners or employees of the Escrow Agent) and will not be responsible for any loss occasioned
by doing so, nor will it incur any liability or responsibility for deciding in good faith not to act upon such opinion or advice;
and



 


		(f)	the Escrow Agent may rely upon any direction, document or instrument delivered to it in compliance
or purporting to be in compliance with any provision of this Escrow Agreement without any obligation whatsoever for it to make
any inquiry as to its genuineness or the correctness of any statement made therein or as to whether amounts are actually due or
payable by any other Party to another Party.



 


	5.2	Resignation of the Escrow Agent




 


The Escrow Agent may resign and be discharged
from any further duties or liabilities hereunder by giving five (5) Business Days' written notice to Lender and Borrower or such
shorter notice as Lender and Borrower may accept. Upon the resignation of the Escrow Agent, its successor will be forthwith appointed
by the Parties jointly, and failing such appointment, the Escrow Agent may apply to the Court of Queen's Bench of Alberta, Judicial
District of Calgary, on such notice as such court may direct for the appointment of a new escrow agent and upon such appointment,
the Escrow Amount will be transferred to the successor and the successor will be vested with the same powers, rights, duties and
responsibilities as if the successor had been originally named as the escrow agent herein.


 


	5.3	Actions Instituted by Escrow Agent




 


The Escrow Agent may, but is not obliged to,
institute an action in any court of competent jurisdiction seeking instructions, inter alia, as to the release or retention of
the Escrow Amount and shall be entitled in its sole and arbitrary discretion, in the event of a dispute arising in respect of the
Escrow Amount, or any portion thereof, or otherwise in respect of this Escrow Agreement, to interplead any such dispute at the
Court of Queen's Bench in Calgary, Alberta.


 


	5.4	Acknowledgement Respecting the Escrow Agent




 


Borrower acknowledges that: (a) the Escrow
Agent or its servants, agents or associates may have provided legal advice and related services to Lender in connection with the
transactions contemplated in this Escrow Agreement and agrees that the Escrow Agent may continue to provide legal advice and related
services to Lender in connection with such agreements; (b) the duties of the Escrow Agent hereunder are purely mechanical; and
(c) the Escrow Agent is acting hereunder for the convenience of the Parties and shall not be impeached or accountable because of
any conflicting or potentially conflicting duties to Lender or any advice provided to it. Further, (i) all costs and expenses incurred
by the Escrow Agent in performing its duties hereunder shall be paid by the Borrower and Lender on a joint and several basis, and
will be those usually charged in performing legal services which will be based on the Escrow Agent's standard hourly rates in effect
from time to time, and (ii) all Expenses for which Lender and Borrower are made severally liable pursuant to Section 5.1(d) shall,
as between Lender and Borrower, be paid by the Borrower and Lender on a joint and several basis (in each case, without prejudice
to any arrangements between the Borrower and Lender as to expenses and indemnities between them).


 






    -5-


     

    

 


Notwithstanding the first paragraph in this
Section 5.4, in the event of a dispute between Lender and Borrower with respect to the transactions contemplated in this Escrow
Agreement, the Escrow Agent may, at its option, cease to provide advice to Lender and Lender would be required to seek new counsel.


 


	5.5	Compliance with Judgements




 


If any dispute arises out of this Escrow Agreement
or any process is commenced against the subject matter of this Escrow Agreement, including court orders, garnishees or any other
processes, the Escrow Agent is hereby empowered and entitled to comply with any orders, writs, judgements or decrees or, if it
sees fit, to deliver the subject matter of the escrow to the Court of Queen's Bench of Alberta.


 


Article
6

OTHER MATTERS


 


	6.1	Governing Law




 


This Escrow Agreement shall, in all respects,
be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of Alberta and the laws
of Canada applicable therein and shall, in all respects, be treated as a contract made in the Province of Alberta. The Parties
irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom
in respect of all matters arising out of or in connection with this Escrow Agreement.


 


	6.2	Enurement




 


This Escrow Agreement shall be binding upon
and shall enure to the benefit of the parties hereto and their respective administrators, trustees, receivers, successors and permitted
assigns and transferees.


 


	6.3	Notices




 


The addresses for service and the fax numbers
of the parties hereto shall be as follows:


 


	 	Lender:	
        Avonlea Ventures Inc.

        15466 The Gore Road

        Caledon, ON L7C 3E5

	 	 	Attention:	Michael Steele
	 	 	Fax:	(905) 880-7866
	 	 	 	 
	 	 	Email:	steeleconsult@aol.com



 






    -6-


     

    

 


	 	Borrower:	Canadian
        Cannabis Corp.

        100
        Rutherford Road South

        Brampton,
        ON L6W 3J5

	 	 	 
	 	 	Attention:	Benjamin
    Ward
	 	 	Email:	bward@cdncannabis.com
	 	 	 	 
	 	Escrow
    Agent:	Norton
        Rose Fulbright Canada LLP

        Suite
        3700

        400
        3rd Ave SW

        Calgary
        AB T2P 4H2

        Canada

        

	 	 	Attention:	Marlow
    Gereluk
	 	 	Fax:	(403)
    264-5973
	 	 	 	 
	 	 	Email:	Marlow.Gereluk@nortonrosefulbright.com


 


All
notices, communications and statements required, permitted or contemplated hereunder shall be in writing, and shall be delivered
as follows:


 


		(a)	by
                                         personal service on a party at the address of such party set out above, in which case
                                         the item so served shall be deemed to have been received by that party when personally
                                         served;



 


		(b)	by
                                         confirmed facsimile transmission to a party to the fax number of such party set out above,
                                         in which case the item so transmitted shall be deemed to have been received by that party
                                         when transmitted; or



 


		(c)	except
                                         in the event of an actual or threatened postal strike or other labour disruption that
                                         may affect mail service, by mailing first class registered post, postage prepaid, to
                                         a party at the address of such party set out above, in which case the item so mailed
                                         shall be deemed to have been received by that party on the third Business Day following
                                         the date of mailing.



 


A
party may from time to time change its address for service or its fax number or both by giving written notice of such change to
the other parties in accordance with the provisions hereof.


 






    -7-


     

    

 


	6.4	Counterpart and Facsimile




 


This Escrow Agreement may be executed by facsimile
and in counterpart, no one copy of which need be executed by the Parties, provided that any Party executing by facsimile shall
promptly provide the other Party with an original of its signed execution page of this Agreement. A valid and binding contract
shall arise if and when counterpart execution pages (including as may be delivered by facsimile) are executed and delivered by
the Parties.


 


IN WITNESS WHEREOF the parties hereto have
executed this Escrow Agreement as of the day and year first above written.


 





	AVONLEA VENTURES INC. 	 	CANADIAN CANNABIS CORP.  
	 	 	 
	Per:	 	 	Per:	/s/ Benjamin Ward 
	 	Name: Michael Steele	 	 	Name: Benjamin Ward 
	 	Title:   President and CEO	 	 	Title:   President and CEO


 


	NORTON ROSE FULBRIGHT CANADA LLP 	 
	 	 	 
	Per:	 	 
	 	Name: Marlow Gereluk   	 
	 	Title:   Partner	 


 



    -8-


     

    

 


SCHEDULE “A”


 


INITIAL PAYMENT INSTRUCTION


 


	TO:	Norton Rose Fulbright Canada LLP







Suite 3700,
400 3rd Ave SW


Calgary
AB T2P 4H2, Canada


Attention: Marlow
Gereluk


 


		RE:	Escrow Agreement dated as of October ____, 2015 between Avonlea Ventures Inc. and Canadian Cannabis
Corp. and Norton Rose Fulbright Canada LLP (the “Escrow Agreement”)



 





 



 


All capitalized terms used herein will have
the meaning ascribed to such terms in the Escrow Agreement.


 


The undersigned hereby unconditionally and
irrevocably direct you as Escrow Agent, in accordance with the Escrow Agreement, that $500,000 is to be released to The Hydropothecary
Company in accordance with Section 4.1(a) of the Escrow Agreement and the instructions set forth below.


 


TD Canada Trust


45 O'Conner St.


Ottawa, ON, K1R 1A4


	Bank#:	004
	Branch#:	03546
	Account#	5282813
	Swift code:	TDOMCATTTOR




 


DATED this ___ day of ________________, 2015.


 





	AVONLEA VENTURES INC. 	 
	 	 	 
	Per:	 	 
	 	Name: Michael Steele

Title:   President and CEO	 
	 	 	 
	Acknowledged by:	 
	 	 	 
	NORTON ROSE FULBRIGHT CANADA LLP as Escrow Agent  	 
	 	 
	Per:	 	 
	 	Name: Marlow Gereluk

Title:   Partner	 




 






     


     

    

 


SCHEDULE “B”


 


WORKING CAPITAL PAYMENT
INSTRUCTION


 


	TO:	Norton Rose Fulbright Canada LLP







Suite 3700,
400 3rd Ave SW


Calgary
AB T2P 4H2, Canada


Attention:
Marlow Gereluk


 


		RE:	Escrow Agreement dated as of October ____, 2015 between Avonlea Ventures Inc. and Canadian Cannabis
Corp. and Norton Rose Fulbright Canada LLP (the “Escrow Agreement”)



 





 



 


All capitalized terms used herein will have
the meaning ascribed to such terms in the Escrow Agreement.


 


The
undersigned hereby unconditionally and irrevocably direct you as Escrow Agent, in accordance with the Escrow Agreement, that $_____________
is to be released to Borrower in accordance with Section 4.1(b) of the
Escrow Agreement and the instructions set forth below. 


 


Client Name: CCC Escrow Inc.


Transit: 37152


Institution Number: 001


Account Number: 4795-916


Swift Code: BOFMCAM2


Bank Name: BMO Bank of Montreal


Bank Address: Hopedale Branch – 1461
Rebecca Street, Oakville ON L6L 1Z8, Canada


Phone Number: 905 847 8852


Fax Number: 905 847 8527


 


DATED this ___ day of ________________, 2015.


 





	AVONLEA VENTURES INC. 	 	 
	 	 	 	 
	Per:	 	 	 
	 	Name: Michael Steele

Title:   President and CEO	 	 
	 	 	 	 
	Acknowledged by:	 	 
	 	 	 	 
	NORTON ROSE FULBRIGHT CANADA LLP as Escrow Agent  	 	 
	 	 	 
	Per:	 	 	 
	 	Name: Marlow Gereluk

Title:   Partner