Exhibit 10.2


 


CANADIAN CANNABIS CORP.


Secured
Promissory Note


 


	CAD$1,000,000	October 16, 2015




 


1.            Principal. CANADIAN CANNABIS CORP.,
a Delaware corporation (the “Corporation”), for value received, hereby promises to pay to the order of Avonlea
Ventures Inc., an Ontario corporation (the “Holder”) in lawful money of Canada
at the address for notices to Holder set forth below, in lawful currency of Canada (“CAD$”) pursuant
to the terms of this promissory note (this “Note”), the principal amount of ONE MILLION CANADIAN DOLLARS (CAD$1,000,000),
together with all accrued and unpaid interest thereon, as set forth below.


 


2.            Interest and Maturity. The Corporation
promises to pay simple interest on the outstanding principal amount hereof from the date hereof until such principal amount is
paid in full at the rate of eight percent (8%) per annum, both before and after maturity and default and judgment. Interest from
the date hereof shall accrue and be computed daily on the basis of a 365-day year. Unless prepaid earlier as set forth below, all
outstanding principal and accrued and unpaid interest on this Note shall be due and payable on May 31, 2016 (the “Maturity
Date”). All amounts payable hereunder shall be paid in immediately available funds.


 


3.            Security. All of the obligations
and indebtedness of the Corporation pursuant to this Note are guaranteed by a guarantee granted by 2264793 Ontario Inc. (the “Guarantor”)
in favour of the Holder (the “Guarantee”) and shall be secured by a mortgage (the “Mortgage”;
and collectively with the Guarantee, the “Security”) granted by the Guarantor over the real property of the
Guarantor (and related personal property) located at 100 Rutherford Road South, Brampton, ON L6W 3J5, Unit One (the “Mortgaged
Property”).


 


4.            Prepayment.
This Note may be prepaid in whole or in part at any time without penalty. Any partial prepayment shall be applied first to interest
and the remaining balance of such payment, if any, to principal.


 


5.            Interest Act (Canada). For the
purposes of the Interest Act (Canada), in any case in which an interest or fee rate is stated in this Note to be calculated
on the basis of a number of days that is other than the number in a calendar year, the yearly rate to which such interest or fee
rate is equivalent is equal to such interest or fee rate multiplied by the actual number of days in the year in which the relevant
interest or fee payment accrues and divided by the number of days used as the basis for such calculation.


 


6.            Attorneys’ Fees. The Corporation
agrees to pay, in addition to the principal and interest payable hereunder, all reasonable attorneys’ fees and costs incurred
by the Holder (on a full indemnity basis) in connection with the preparation, execution, administration and enforcement of this
Note and the Security and all documents and agreements granted or entered into by the Holder and the Lender in connection therewith.


 






     


     

    

 


7.            Notices. All notices and other
communications provided for herein shall be dated and in writing and shall be deemed to have been duly given when received by the
intended party if delivered personally, sent by electronic mail (with confirmation of receipt), or sent by a nationally recognized,
overnight courier (with tracking capability) to the party to whom it is directed:


 


7.1.        If to
the Corporation, to it at the following address:


 


Canadian Cannabis Corp.


100 Rutherford Road South


Brampton, ON Canada L6W
2J2


Facsimile: ________________


E-mail: bward@cdncannabis.com


Attn: Ben Ward


 


With copies
to:


 


Thrasher Worth
LLC


Five Concourse
Parkway


Suite 2600


Atlanta, Georgia
30328


E-mail: gthrasher@thrasherworth.com


Attn: H. Grady
Thrasher


 


7.2.        If to
the Holder, to the following address:


 


Avonlea Ventures Inc.


15466 The Gore Rd.


Caledon ON L7C 3E5 Canada


Facsimile: 905-880-7866


E-mail: steeleconsult@aol.com


Attn: Michael Steele


 


With copies
to:


 


Norton Rose Fulbright
Canada LLP


3700, 400 –
3rd Avenue SW


Calgary, AB T2P
4H2


Attn: Marlow Gereluk


 


or at such other address as the parties
hereto shall have specified by notice in writing to the other party in accordance with this Section 7.


 






    2


     

    

 


8.            Defaults and Remedies.


 


8.1.        Events
of Default. An “Event of Default” shall occur hereunder if:


 


8.1.1.      the Corporation shall default
in the payment of the principal of or any interest due on this Note, when and as the same shall become due and payable;


 


8.1.2.      the Corporation shall default
in the payment of any fees, issuance of securities or otherwise in the payment or performance of its obligations when due under
(a) the Agreement of Purchase and Sale dated on or about the date hereof between the Lender and the Guarantor in respect of the
Mortgaged Property or (b) the Security;


 


8.1.3.      if the Corporation or the
Guarantor shall file a petition or otherwise commence any proceeding seeking any reorganization, arrangement, composition, dissolution,
winding-up, liquidation, administration or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization
or other similar laws affecting creditors’ rights in any jurisdiction;


 


8.1.4.      if the Corporation or the
Guarantor shall apply for or consent to or acquiesces in, or fail to contest in a timely and appropriate manner, the appointment
of, or the taking of possession by, a receiver, receiver/manager, custodian, sequestrator, trustee, liquidator or other person
with similar powers of itself or of all or any substantial part of its assets;


 


8.1.5.      if the Corporation or the
Guarantor (i) shall make a general assignment for the benefit of creditors, (ii) discontinues its business, or (iii) becomes insolvent
or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;


 


8.1.6.      if bankruptcy, dissolution,
liquidation, or other relief proceedings under United States or Canadian provincial, state or federal bankruptcy or insolvency
laws are commenced against the Corporation or the Guarantor, or a receiver or trustee is appointed for the Corporation or the Guarantor
or a substantial part of either of their respective property, and such proceeding or appointment is not dismissed or discharged
within thirty (30) calendar days after its commencement;


 


8.1.7.      if a material default occurs
in the due observance or performance of any covenant or agreement on the part of the Corporation or the Guarantor to be observed
or performed pursuant to this Note or the Security;


 


8.1.8.      if any secured creditors
of the Corporation or the Guarantor realize upon or enforce their security against property and assets of the Corporation or the
Guarantor having an aggregate fair market value in excess of CAD$25,000 and such realization or enforcement shall continue in effect
and not be released, discharged or stayed within thirty (30) days;


 






    3


     

    

 


8.1.9.      if (a) the Corporation or
the Guarantor defaults in the payment when due (whether at maturity, upon acceleration, or otherwise) of indebtedness for borrowed
money thereof in aggregate in excess of CAD$25,000 (or the equivalent thereof in any other currency) or (b) a default, event or
condition occurs under the agreement or agreements providing for such indebtedness and such default, event or condition has resulted
in such indebtedness becoming, or becoming capable at such time of being declared, due and payable thereunder before it would otherwise
have been due and payable; provided that the foregoing shall not apply in respect of a default by the Guarantor in respect of the
first lieu mortgage granted by the Guarantor in respect of the Mortgage Property;


 


8.1.10.      if the Corporation or the
Guarantor merges, consolidates or amalgamates with any other entity, in each case without the prior written consent of the Holder;


 


8.1.11.      if this Note or any of
the Security or any material provision thereof shall at any time for any reason cease to be in full force and effect, be declared
to be void or voidable or shall be repudiated, or the validity or enforceability thereof shall at any time be contested by the
Corporation or the Guarantor, or the Corporation or the Guarantor shall deny that it has any or any further liability or obligation
thereunder, or at any time it shall be unlawful or impossible for it to perform any of its obligations under this Note or the Security;


 


8.1.12.      if final judgment(s) for
the payment of money shall be rendered against the Corporation or the Guarantor and the same shall remain undischarged for a period
of thirty (30) consecutive days, during which time execution shall not be effectively stayed;


 


8.1.13.      a Change of Control (as
defined herein) occurs; or


 


8.1.14.      if the Corporation or the
Guarantor shall consent to, or acquiesce in, or take any action for the purpose of authorizing any of the foregoing.


 


As used herein,
a “Change of Control” means: (i) any sale of all or substantially all of the assets of the Corporation pursuant
to one or more transactions, or (ii) any transaction or series of transactions pursuant to which the holders of the majority of
the outstanding voting securities of the Corporation immediately prior to such transaction fail to hold equity securities representing
a majority of the voting power of the Corporation immediately following such transaction.


9.            Acceleration. If an Event of Default
occurs under Section 8.1.3, 8.1.4, 8.1.5, 8.1.6, 8.1.10 or 8.1.13 then the outstanding principal of and accrued and unpaid interest
under this Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind,
all of which are expressly waived. If any other Event of Default occurs and is continuing, the Holder, by written notice to the
Corporation, may declare the outstanding principal of and accrued and unpaid interest under this Note to be due and payable immediately.
Upon any such declaration of acceleration, such principal and interest shall become immediately due and payable, and the Holder
shall be entitled to exercise all of its rights and remedies hereunder whether at law or in equity, including enforcement against
the Guarantor and realization against the Security. The failure of the Holder to declare the Note due and payable shall not be
a waiver of its right to do so, and the Holder shall retain the right to declare the Note due and payable unless it shall execute
a written waiver.


 






    4


     

    

 


10.           Waiver of Notice of Presentment.
The Corporation hereby waives presentment, demand for performance, notice of non-performance, protest, notice of protest and notice
of dishonor. No delay on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or any other
right.


 


11.           Non-Waiver. Each right and remedy
available to the holder hereof shall be cumulative of and in addition to each other such right and remedy. The failure of the Holder
to enforce or exercise any right or remedy provided in this Note or at law or in equity upon any default or breach shall not be
construed as waiving the rights to enforce or exercise such or any other right or remedy at any later date, nor shall any single
or partial exercise thereof preclude other or further exercise thereof or exercise of any other such right or remedy. No exercise
of the rights and powers granted in or held pursuant to this Note by the Holder, and no delays or omissions in the exercise of
such rights and powers shall be held to exhaust the same or be construed as a waiver thereof, and every such right and power may
be exercised at any time and from time to time.


 


12.           Governing Law. This Note shall
be construed in accordance the laws of the Province of Ontario, without regard to its conflicts of laws or choice of law provisions.
The Corporation hereby irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario
for all matters arising out of or relating to this Note, any any of the transactions contemplated hereby, without prejudice to
the rights of the Holder to take proceedings in any other jurisdiction.


 


13.           Amendment; Assignment. Any term
of this Note may be amended or waived only with the written consent of the Corporation and Holder. Any amendment or waiver effected
in accordance with this Section 13 shall be binding upon the Holder, each future holder of the Note, and the Corporation. The rights
and obligations of the Corporation and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators
and transferees of the parties. This Note is transferable by the Holder without the consent of the Corporation. The rights and
obligations of the Corporation under this Note may not be assigned or delegated by the Corporation without the prior written consent
of Holder.


 


[Remainder of page intentionally left blank]


 




    5


     

    

 


This Note is hereby executed
and issued by the Corporation as of the year and date first above written.


 





	 	CORPORATION: 
	 	 	 
	 	Canadian Cannabis Corp.
	 	 	 
	 	By:	/s/ Benjamin Ward
	 	 	Benjamin Ward, President and CEO




 


 


6