Exhibit 10.3

    

    
      

      

      COMMERCIAL SECURITY AGREEMENT

      

      

      	
              Principal

            	
              Loan Date

            	
              Maturity

            	
              Loan No

            	
              Call / Coll

            	
              Account

            	
              Officer

            	
              Initials

            


      

      

      	
              $7,500,000.00

            	
              07-15-2020

            	
              07-05-2022

            	
              46608

            	 	
              2212940

            	
              3010

            	 


      

      

      References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

       

      Any item above containing "***" has been omitted due to text length limitations.

      

      

      	
              Grantor:

            	
              Better Choice Company Inc.; Trupet LLC; Halo, 

              Purely For Pets, Inc.; and Bona Vida, Inc.

              164 Douglas Road East

              Oldsmar, FL  34677

            	
              Lender:

            	
              Citizens Business Bank

              Santa Ana Business Financial Center

              2000 E. Fourth Street, Suite l00

              Santa Ana, CA  92705

            


      

      

      THIS COMMERCIAL SECURITY AGREEMENT dated July 15, 2020, is made and executed between Better Choice Company Inc.; Trupet LLC; Halo, Purely For Pets, Inc.; and
        Bona Vida, Inc. ("Grantor") and Citizens Business Bank ("Lender").

       

      GRANT OF SECURITY INTEREST.  For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees
        that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.

       

      COLLATERAL DESCRIPTION.  The word "Collateral" as used in this Agreement
          means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and
          performance of all other obligations under the Note and this Agreement:

       

      All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited
        to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all
        payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings,
        increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing
        property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data
        on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing
        property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property.

       

      In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

       

      (A)  All accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein, whether added now or later.

       

      (B)  All products and produce of any of the property described in this Collateral section.

       

      (C)  All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment or other disposition of any of the
        property described in this Collateral section.

       

      (D)  All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section, and sums due
        from a third party who has damaged or destroyed the Collateral or from that party's insurer, whether due to judgment, settlement or other process.

       

      (E)  All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic
        media, together with all of Grantor's right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media.

       

      CROSS-COLLATERALIZATION.  In addition to the Note, this Agreement secures
          all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether
          related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable
          individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation
          to repay such amounts may be or hereafter may become otherwise unenforceable.

       

      RIGHT OF SETOFF.  To the extent permitted by applicable law, Lender
          reserves a right of setoff in all Grantor's accounts with Lender (whether checking, savings, or some other account).  This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future.  However,
          this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law.  Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness
          against any and all such accounts.

       

      GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. 
          With respect to the Collateral, Grantor represents and promises to Lender that:

       

      Perfection of Security Interest.  Grantor agrees to take whatever actions
          are requested by Lender to perfect and continue Lender's security interest in the Collateral.  Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note
          Lender's interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender.  This is a continuing Security Agreement and will continue in effect until all of the
            Indebtedness is paid in full.

       

      
        
          


      

      Notices to Lender.  Grantor will promptly notify Lender in writing at
          Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any  (1)  change in Grantor's name;  (2)  change in Grantor's assumed business name(s);  (3)  change in the management of any Corporation or
          in the management or in the members or managers of the limited liability company Grantor;  (4)  change in the authorized signer(s);  (5)  change in Grantor's principal office address;  (6)  change in Grantor's state of organization;  (7) 
          conversion of Grantor to a new or different type of business entity; or  (8)  change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender.  No change in Grantor's name or state of
          organization will take effect until after Lender has received notice.

       

      No Violation.  The execution and delivery of this Agreement will not
          violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement, and its membership agreement does not prohibit any
          term or condition of this Agreement.

       

      Enforceability of Collateral.  To the extent the Collateral consists of
          accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form,
          content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral.  At the time any account
          becomes subject to a security interest in favor of Lender, the account shall be a good and valid account representing an undisputed, bona fide indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or
          previously shipped or delivered pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor.  So long as this Agreement remains in effect, Grantor shall not, without Lender's prior written
          consent, compromise, settle, adjust, or extend payment under or with regard to any such Accounts.  There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions or
          discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.

       

      Location of the Collateral.  Except in the ordinary course of Grantor's
          business, Grantor agrees to keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor's address shown above or at such other
          locations as are acceptable to Lender.  Upon Lender's request, Grantor will deliver to Lender in form reasonably satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations, including without
          limitation the following:  (1)  all real property Grantor owns or is purchasing;  (2)   all real property Grantor is renting or leasing;  (3)  all storage facilities Grantor owns, rents, leases, or uses; and  (4)  all other properties where
          Collateral is or may be located.

       

      Removal of the Collateral.  Except in the ordinary course of Grantor's
          business, including the sales of inventory, Grantor shall not remove the Collateral from its existing location without Lender's prior written consent.  To the extent that the Collateral consists of vehicles, or other titled property, Grantor
          shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of Delaware, without Lender's prior written consent.  Grantor shall, whenever requested, advise Lender of the exact
          location of the Collateral.

       

      Transactions Involving Collateral.  Except for inventory sold or accounts
          collected in the ordinary course of Grantor's business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral.  While Grantor is not in default under this
          Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business.  A sale in the ordinary course of Grantor's business does not include a transfer
          in partial or total satisfaction of a debt or any bulk sale.  Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest
          provided for in this Agreement and the Intercreditor Agreement (as such term is defined in the corresponding Business Loan Agreement), without the prior written consent of Lender.  This includes security interests even if junior in right to the
          security interests granted under this Agreement.  Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason, other than in the ordinary course of Grantor’s business shall be held in trust for Lender and
          shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition.  Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.

       

      Title.  Grantor represents and warrants to Lender that Grantor holds good
          and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement and the Intercreditor Agreement.  No financing statement covering any of the Collateral is on file in any public office
          other than those which reflect the security interest created by this Agreement and the Intercreditor Agreement or to which Lender has specifically consented.  Grantor shall defend Lender's rights in the Collateral against the claims and demands
          of all other persons.

       

      Repairs and Maintenance.  Grantor agrees to keep and maintain, and to
          cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect.  Grantor further agrees to pay when due all claims for work done on, or services rendered or material
          furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral.

       

      Inspection of Collateral.  Lender and Lender's designated representatives
          and agents shall have the right at all reasonable times to examine and inspect the Collateral wherever located but not more than once annually, except to the extent there is an event of default, in which case Lender shall not be limited to one
          annual inspection of the Collateral).

       

      Taxes, Assessments and Liens.  Grantor will pay when due all taxes,
          assessments and liens upon the Collateral, its use or operation, upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents.  Grantor may withhold any such payment or may elect
          to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion.  If the Collateral is subjected
          to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus
          any interest, costs, reasonable attorneys' fees or other charges that could accrue as a result of foreclosure or sale of the Collateral.  In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before
          enforcement against the Collateral.  Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.  Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and
          governmental and other charges have been paid in full and in a timely manner.  Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to
          pay and so long as Lender's interest in the Collateral is not jeopardized.

       

        

      
        
          


      

       Compliance with Governmental Requirements.  Grantor shall comply promptly in all material respects with all laws, ordinances, rules and regulations of all
        governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all laws or regulations relating to the undue erosion of highly-erodible land or relating to the
        conversion of wetlands for the production of an agricultural product or commodity.  Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as
        Lender's interest in the Collateral, in Lender's reasonable opinion, is not jeopardized.

       

      Hazardous Substances.  Grantor represents and warrants that the Collateral
          never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened
          release of any Hazardous Substance.  The representations and warranties contained herein are based on Grantor's due diligence in investigating the Collateral for Hazardous Substances.  Grantor hereby  (1)  releases and waives any future claims
          against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and  (2)  agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses
          resulting from a breach of this provision of this Agreement.  This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction of this Agreement.

       

      Maintenance of Casualty Insurance.  Grantor shall procure and maintain all
          risks insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender and
          issued by a company or companies reasonably acceptable to Lender.  Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that
          coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender and not including any disclaimer of the insurer's liability for failure to give such a notice.  Each insurance policy also shall include
          an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person.  In connection with all policies covering assets in which Lender holds or is offered a
          security interest, Grantor will provide Lender with such loss payable or other endorsements as Lender may require.  If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be
          obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral.

       

      Application of Insurance Proceeds.  Grantor shall promptly notify Lender
          of any loss or damage to the Collateral, whether or not such casualty or loss is covered by insurance.  Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty.  All proceeds of any insurance on the
          Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral.  If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure,  pay or
          reimburse Grantor from the proceeds for the reasonable cost of repair or restoration.  If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness,
          and shall pay the balance to Grantor.  Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the
          Indebtedness.

       

      Insurance Reserves.  Lender may require Grantor to maintain with Lender
          reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal
          to the insurance premiums to be paid.  If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender.  The reserve funds shall be held by Lender as a general deposit and
          shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become due.  Lender does not hold the reserve funds in trust for Grantor, and Lender is not the
          agent of Grantor for payment of the insurance premiums required to be paid by Grantor.  The responsibility for the payment of premiums shall remain Grantor's sole responsibility.

       

      Insurance Reports.  Grantor, upon request of Lender, shall furnish to
          Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including the following:  (1)  the name of the insurer;  (2)  the risks insured;  (3)  the amount of the policy;  (4)  the property
          insured;  (5)  the then current value on the basis of which insurance has been obtained and the manner of determining that value; and  (6)  the expiration date of the policy.  In addition, Grantor shall upon request by Lender (however not more
          often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral.

       

      Financing Statements.  Grantor authorizes Lender to file a UCC financing
          statement, or alternatively, a copy of this Agreement to perfect Lender's security interest.  At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender's security
          interest in the Property.  Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs.  Grantor irrevocably appoints Lender to
          execute documents necessary to transfer title if there is a default.  Lender may file a copy of this Agreement as a financing statement.  Upon payment in full of the Indebtedness to Lender, lender shall promptly file a UCC termination statement
          evidencing the termination of it interest in the Collateral.

       

      GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default and
          except as otherwise provided below with respect to accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the
          Related Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral.  Until
          otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts.  At any time and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make
          payments directly to Lender for application to the Indebtedness.  If Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and
          preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not
          of itself be deemed to be a failure to exercise reasonable care.  Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest
          given to secure the Indebtedness.

       

      
        
          


      

      LENDER'S EXPENDITURES.  If any action or proceeding is commenced that
          would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts
          Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or
          paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral.  All such expenditures incurred or paid by
          Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor.  All such expenses will become a part of the Indebtedness and, at Lender's option,
          will  (A)  be payable on demand;  (B)  be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either  (1)  the term of any applicable insurance policy; or  (2)  the remaining
          term of the Note; or  (C)  be treated as a balloon payment which will be due and payable at the Note's maturity.  The Agreement also will secure payment of these amounts.  Such right shall be in addition to all other rights and remedies to which
          Lender may be entitled upon the occurrence of any Event of Default.

       

      DEFAULT.  Each of the following shall constitute an Event of Default under
          this Agreement:

       

      Payment Default.  Grantor fails to make any payment when following five
          (5) days written notice of such payment being due under the Indebtedness.

       

      Other Defaults.  Grantor fails to comply with or to perform any other
          term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor.

       

      Default in Favor of Third Parties.  Any guarantor or Grantor defaults
          under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor's or Grantor's property or ability to perform
          their respective obligations under this Agreement or any of the Related Documents.

       

      False Statements.  Any warranty, representation or statement made or
          furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

       

      Defective Collateralization.  This Agreement or any of the Related
          Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

       

      Insolvency.  The dissolution or termination of Grantor's existence as a
          going business, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or
          insolvency laws by or against Grantor.

       

      Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
          forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness.  This includes a garnishment of any of
          Grantor's accounts, including deposit accounts, with Lender.  However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or
          forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole
          discretion, as being an adequate reserve or bond for the dispute.

       

      Events Affecting Guarantor.  Any of the preceding events occurs with
          respect to any Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

       

      Adverse Change.  A material adverse change occurs in Grantor's financial
          condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.

       

      Cure Provisions.  If any default, other than a default in payment, is
          curable and if Grantor has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written notice to Grantor demanding cure of such
          default:  (1)  cures the default within fifteen (15) days; or  (2)  if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
          continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

       

      RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default occurs under this
          Agreement, at any time thereafter, Lender shall have all the rights of a secured party under the Delaware Uniform Commercial Code.  In addition and without limitation, Lender may exercise any one or more of the following rights and remedies:

       

      Accelerate Indebtedness.  Lender may declare the entire Indebtedness,
          including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor.

       

      Assemble Collateral.  Lender may require Grantor to deliver to Lender all
          or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral.  Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. 
          Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral.  If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may
          take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.

       

      Sell the Collateral.  Lender shall have full power to sell, lease,
          transfer, or otherwise deal with the Collateral or proceeds thereof in Lender's own name or that of Grantor.  Lender may sell the Collateral at public auction or private sale.  Unless the Collateral threatens to decline speedily in value or is of
          a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other disposition of the
          Collateral is to be made.  However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an agreement waiving that person's right to notification of sale.  The requirements of reasonable
          notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition.  All expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring,
          preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid.

       

      Appoint Receiver.  Lender shall have the right to have a receiver
          appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and apply the
          proceeds, over and above the cost of the receivership, against the Indebtedness.  The receiver may serve without bond if permitted by law.  Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the
          Collateral exceeds the Indebtedness by a substantial amount.  Employment by Lender shall not disqualify a person from serving as a receiver.

       

      
        
          


      

      Collect Revenues, Apply Accounts.  Lender, either itself or through a
          receiver, may collect the payments, rents, income, and revenues from the Collateral.  Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents,
          income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine.  Insofar as the Collateral consists of accounts, general
          intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine,
          whether or not Indebtedness or Collateral is then due.  For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent;
          and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral.  To facilitate collection, Lender may notify account debtors and obligors on any Collateral
          to make payments directly to Lender.

       

      Obtain Deficiency.  If Lender chooses to sell any or all of the
          Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement.  Grantor shall be liable
          for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper.

       

      Other Rights and Remedies.  Lender shall have all the rights and remedies
          of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time.  In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or
          otherwise.

       

      Election of Remedies.  Except as may be prohibited by applicable law, all
          of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently.  Election by Lender to pursue any remedy shall not exclude
          pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise
          its remedies.

       

      COUNTERPARTS. This document may be executed in any number of counterparts
          and by different parties on separate counterparts, each of which when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement.

       

      MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a
          part of this Agreement:

       

      Amendments.  This Agreement, together with any Related Documents,
          constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement.  No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought
          to be charged or bound by the alteration or amendment.

       

      Arbitration.  Grantor and Lender agree
            that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the
            financial services rules of J.A.M.S. or its successor in effect at the time the claim is filed, upon request of either party.  No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited
            by this arbitration agreement.  This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a
            receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant Article 9 of the Uniform Commercial Code.  Any disputes, claims, or controversies
            concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated,
            provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party.  Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction.  Nothing in this Agreement
            shall preclude any party from seeking equitable relief from a court of competent jurisdiction.  The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party
            shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes.  The Federal Arbitration Act shall apply to the construction, interpretation,
            and enforcement of this arbitration provision.

       

      Attorneys' Fees; Expenses.  Grantor agrees to pay upon demand all of
          Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement.  Lender may hire or pay someone else to help enforce this Agreement, and
          Grantor shall pay the costs and expenses of such enforcement.  Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for
          bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services.  Lender may also recover from Grantor all court, alternative dispute resolution or
          other collection costs (including, without limitation, fees and charges of collection agencies) actually incurred by Lender.

       

      Caption Headings.  Caption headings in this Agreement are for convenience
          purposes only and are not to be used to interpret or define the provisions of this Agreement.

       

      Governing Law.  With respect to procedural matters related to the perfection and enforcement of Lender's rights against the Collateral, this Agreement will be
        governed by federal law applicable to Lender and to the extent not preempted by federal law, the laws of the State of Delaware.  In all other respects, this Agreement will be governed by federal law applicable to Lender and, to the extent not
        preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions.   However, if there ever is a question about whether any provision of this Agreement is valid or enforceable, the provision that is
        questioned will be governed by whichever state or federal law would find the provision to be valid and enforceable.  The loan transaction that is evidenced by the Note and this Agreement has been applied for, considered, approved and made, and all
        necessary loan documents have been accepted by Lender in the State of California.

       

      Choice of Venue.  If there is a lawsuit, Grantor agrees upon Lender's
          request to submit to the jurisdiction of the courts of Orange County, State of California.

       

      Joint and Several Liability.  All obligations of Grantor under this
          Agreement shall be joint and several, and all references to Grantor shall mean each and every Grantor.  This means that each Grantor signing below is responsible for all obligations in this Agreement.  Where any one or more of the parties is a
          corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's
          behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement.

       

      
        
          


      

      No Waiver by Lender.  Lender shall not be deemed to have waived any rights
          under this Agreement unless such waiver is given in writing and signed by Lender.  No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right.  A waiver by Lender of a provision
          of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement.  No prior waiver by Lender, nor any course of dealing between
          Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions.  Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in
          any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

       

      Notices.  Any notice required to be given under this Agreement shall be
          given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the
          United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement.  Any party may change its address for notices under this Agreement by giving formal written
          notice to the other parties, specifying that the purpose of the notice is to change the party's address.  For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address.  Unless otherwise provided or
          required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.

       

      Power of Attorney.  Grantor hereby appoints Lender as Grantor's
          irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties.  Lender may at any
          time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement.  Grantor will reimburse Lender for all expenses for the
          perfection and the continuation of the perfection of Lender's security interest in the Collateral.

       

      Severability.  If a court of competent jurisdiction finds any provision of
          this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance.  If feasible, the offending
          provision shall be considered modified so that it becomes legal, valid and enforceable.  If the offending provision cannot be so modified, it shall be considered deleted from this Agreement.  Unless otherwise required by law, the illegality,
          invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

       

      Successors and Assigns.  Subject to any limitations stated in this
          Agreement on transfer of Grantor's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.  If ownership of the Collateral becomes vested in a person other than Grantor, Lender,
          without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the
          Indebtedness.

       

      Survival of Representations and Warranties.  All representations,
          warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be
          paid in full.

       

      Time is of the Essence.  Time is of the essence in the performance of this
          Agreement.

       

      Waive Jury.  To the extent permitted by applicable law, all parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or
        counterclaim brought by any party against any other party.

       

      DEFINITIONS.  The following capitalized words and terms shall have the
          following meanings when used in this Agreement.  Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America.  Words and terms used in the singular shall include
          the plural, and the plural shall include the singular, as the context may require.  Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:

       

      Agreement.  The word "Agreement" means this Commercial Security Agreement,
          as this Commercial Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time.

       

      Borrower.  The word "Borrower" means Better Choice Company Inc.; Trupet
          LLC; Halo, Purely For Pets, Inc.; and Bona Vida, Inc. and includes all co-signers and co-makers signing the Note and all their successors and assigns.

       

      Collateral.  The word "Collateral" means all of Grantor's right, title and
          interest in and to all the Collateral as described in the Collateral Description section of this Agreement.

       

      Environmental Laws.  The words "Environmental Laws" mean any and all
          state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as
          amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and
          Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

       

      Event of Default.  The words "Event of Default" mean any of the events of
          default set forth in this Agreement in the default section of this Agreement.

       

      Grantor.  The word "Grantor" means Better Choice Company Inc.; Trupet LLC;
          Halo, Purely For Pets, Inc.; and Bona Vida, Inc..

       

      Guarantor.  The word "Guarantor" means any guarantor, surety, or
          accommodation party of any or all of the Indebtedness.

       

      Guaranty.  The word "Guaranty" means the guaranty from Guarantor to
          Lender, including without limitation a guaranty of all or part of the Note.

       

      Hazardous Substances.  The words "Hazardous Substances" mean materials
          that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated,
          manufactured, transported or otherwise handled.  The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the
          Environmental Laws.  The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

       

      
        
          


      

      Indebtedness.  The word "Indebtedness" means the indebtedness evidenced by
          the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents.  Specifically, without
          limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement.

       

      Lender.  The word "Lender" means Citizens Business Bank, its successors
          and assigns.

       

      Note.  The word "Note" means the Note dated July 15, 2020, and executed by
          Better Choice Company Inc.; Trupet LLC; Halo, Purely for Pets, Inc.; and Bona Vida, Inc. in the principal amount of $7,500,000.00 together with all renewals of; extensions of; modifications of; refinancings of; consolidations of; and
          substitutions for the note or credit agreement.

       

      Property.  The word "Property" means all of Grantor's right, title and
          interest in and to all the Property as described in the "Collateral Description" section of this Agreement.

       

      Related Documents.  The words "Related Documents" mean all promissory
          notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter
          existing, executed in connection with the Indebtedness.

       

      GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JULY 15, 2020.

       

      

      THIS AGREEMENT IS DELIVERED UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

       

      GRANTOR:

       

      

      
        	
                BETTER CHOICE COMPANY INC.

              	 
	 	 	 
	
                By:

              	 	 
	 	
                Werner Von Pein, President and CEO of Better Choice Company Inc.

              	 
	 	 	 
	 	(Seal)	 
	 	 	 
	
                TRUPET LLC

              	 
	 	 	 
	
                By:

              	
                Better Choice Company Inc., a Delaware corporation,  as sole member and manager of Trupet LLC

              	 
	 	 	 
	 	
                By:

              	 	 
	 	 	
                Werner Von Pein, President and CEO of  Better Choice Company Inc.

              	 
	 	 	 
	(Seal)	 
	 	 
	
                HALO, PURELY FOR PETS, INC.

              	 
	 	 	 
	
                By:

              	 	 
	 	
                Werner Von Pein, CEO/President of Halo, Purely For Pets, Inc.

              	 
	 	 	 
	(Seal)	 
	 	 
	
                BONA VIDA, INC.

              	 
	 	 	 
	
                By:

              	 	 
	 	
                Werner Von Pein, CEO/President of Bona Vida, Inc.

              	 
	 	 	 
	(Seal)	 
	 	 
	
                LENDER:

              	 
	 	 
	
                CITIZENS BUSINESS BANK

              	 
	 	 	 
	X

              	 	 
	 	
                Authorized Officer