Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 2015 (October 5, 2015)

CANADIAN CANNABIS CORP.

(Exact name of registrant as specified in its charter)

Delaware

000-54915

45-3327444

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 Rutherford Road South

Brampton, Ontario, Canada

L6W 3J5

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (866) 790-3324

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD-LOOKING STATEMENTS

There are statements in this Current Report on Form 8-K that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Although management believes that the assumptions underlying the forward looking statements included in this Current Report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Current Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements. The following discussion should be read in conjunction with the Company’s financial statements and pro forma financial statements and the related notes filed with this Form 8-K.

As used in this Current Report and unless otherwise indicated, the terms “we”, “us”, “our”, and the “Company” refer to Canadian Cannabis Corp.

Item 1.01 Entry into a Material Definitive Agreement.

Letter of Intent Regarding Acquisition of The Hydropothecary Corporation

On October 5, 2015, we entered into a Letter of Intent (the “LOI”) with The Hydropothecary Corporation, a corporation incorporated under the laws of Canada (“THC”), pursuant to which we intend to negotiate and enter into a definitive agreement (the “Definitive Agreement”) to acquire one hundred percent (100%) of the issued and outstanding shares of the stock of THC (the “THC Stock”) in return for total cash and stock consideration of approximately twenty-one million three hundred thousand dollars ($21,300,000).

THC is licensed by Health Canada to produce cannabis and cannabis oils and distribute medical marijuana under the Marijuana for Medical Purposes Regulations (“MMPR”). Operating a grow facility located on 65 acres in Gatineau, Quebec, THC is the largest MMPR licensed landowner. The facility’s flowering production area currently totals 7,500 sf. THC has recently completed a 35,000 sf expansion of the facility, with production in the expanded space planned to begin in the first quarter of 2016.

On October 16, 2015, we paid CAD $500,000 (approximately USD $384,000) to THC as an initial payment on a deposit in the total amount of CAD $1,000,000 (approximately USD $768,000) (the “Deposit”) under the terms of the LOI. The balance of the Deposit is due October 20, 2015. The Deposit is refundable only in the event of a breach of the LOI by THC and is otherwise convertible into shares of THC Stock at a price of CAD $4.00 (approximately USD $3.07) per share.

Pursuant to the LOI, in connection with the closing of the acquisition of the THC Stock, in addition to payment of the Deposit, we have agreed in principal to the following (the “Transaction”):

	1)	At closing of the Transaction, CCC intends to acquire the THC Stock by either issuing shares of common stock of the Company (the “CCC Stock”) to the holders of the THC Stock at an exchange ratio of 2.05 shares of CCC Stock to every 1 share of THC Stock or paying CAD $4.75 (approximately USD $3.65) per share of THC Stock.
	2)	Beginning on November 17, 2015, CCC intends to provide funds in the approximate amount of CAD $5,000,000 (approximately USD $3,841,000) to THC at specified dates for use in expansion of the THC facilities and as future working capital.
	3)	At closing of the Transaction, CCC intends to issue a total of two million forty seven thousand seven hundred twenty-three (2,047,723) shares of CCC Stock to the founders of THC, Sebastien St. Louis, Louis Gagnon, and Adam Miron, as partial consideration for employment agreements to be entered into between each of the respective THC founders and the Company.
	4)	Following closing of the Transaction, CCC intends to appoint the following THC employees as officers of the Company: Sebastien St. Louis as President, Ed Chaplin as Chief Financial Officer, and Adam Miron as Chief Marketing Officer.
	5)	Following closing of the Transaction, CCC intends to reconstitute its board of directors to contain the following members: Benjamin Ward, Vijay Kanwar, Richard Wachsberg, Sebastian St. Louis, and Jane Farnham.

THC must satisfy our due diligence investigation and meet other closing conditions customary to similar transactions prior to the closing of the Transaction, the details of which remain subject to final documentation of the Definitive Agreement. Should the Transaction close as planned, THC will become a wholly owned subsidiary of the Company, with approximately 17 employees.

The LOI contains additional provisions customary to transactions of this type.

We expect that the issuance of shares of the Company common stock in connection with the Transaction will be exempt from registration under Section 4(2) of the Securities Act.

The foregoing summaries of the Transaction and LOI are not complete and are qualified in their entirety by reference to the complete text of the LOI, which is attached to this Current Report as an Exhibit, and remain subject to the completion of due diligence, execution of the Definitive Agreement, and closing of the Transaction.

Avonlea Financing

The Company entered into a Promissory Note (the “Note”) dated October 16, 2015, with Avonlea Ventures Inc. (“Avonlea”) pursuant to which the Company borrowed funds in the amount of one million Canadian dollars (CAD $1,000,000) (approximately USD $768,000). The Company closed on the financing and received CAD $500,000 (approximately USD $384,000) of the funds loaned under the Note on October 16, 2015, which was paid to THC as part of the Deposit. The Note accrues interest at eight percent (8%) per annum and is due in full on May 31, 2016. The Note is also secured by a guarantee (the “Guarantee”) granted by 2264793 Ontario Inc. in favor of Avonlea dated October 16, 2015 and a General Security Agreement (the “Mortgage”) dated October 16, 2015, entered into by 2264793 Ontario Inc. and Avonlea, granting a mortgage over the real property owned by 2264793 Ontario Inc. located at 100 Rutherford Road South, Brampton, ON L6W 3J5 (the “Real Property”).

2264793 Ontario Inc. is an affiliate of the Company that is consolidated as a Variable Interest Entity and is owned and operated by several of our directors, officers, and shareholders (Benjamin Ward, Silvio Serrano, and Scott Keevil). The principal officers of the Company are currently located at the Real Property. Benjamin Ward, owner of 6.4% of the Company’s common stock and a director and the CEO of the Company, owns 33.4% of 2264793 Ontario Inc. and serves as its Secretary. Silvio Serrano, who owns 6.4% of the Company’s common stock and formerly served as a director and a vice-president of the Company, owns 33.3% of 2264793 Ontario Inc. Scott Keevil also owns 33.3% of 2264793 Ontario Inc. and serves as its President & CEO. Mr. Keevil owns 4.1% of the Company’s common stock.

As a condition to the loan provided pursuant to the Note, the Company was required to pay to Avonlea a lending fee in the amount of CAD $250,000 (approximately USD $192,000) and issue to Avonlea 250,000 shares of the common stock of the Company (the “Shares”). The Shares are subject to that certain Registration Rights Agreement (the “RRA”) entered into by the Company and Avonlea on October 16, 2015. Pursuant to the RRA, the Company granted Avonlea certain rights to require the Company the register the Shares pursuant to a Form S-1 and to piggyback in a registration of securities initiated by the Company.

The remaining CAD $250,000 (approximately USD $192,000) of the funds loaned pursuant to the Note are being held in escrow pending release to the Company pursuant to an Escrow Agreement (the “Escrow Agreement”) entered into by and among the Company, Avonlea, and Norton Rose Fulbright of Canada LLP, as escrow agent, dated October 16, 2015.

The preceding descriptions of the Note, the Guarantee, the Mortgage, the RRA, and the Escrow Agreement are incomplete and qualified in their entirety by reference to the complete text of the Note, the Guarantee, the Mortgage, the RRA, and the Escrow Agreement, respectively, which are attached to this Current Report as Exhibits.

Item 2.03 Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The disclosure required by this item is included in Item 1.01 hereof and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure required by this item is included in Item 1.01 hereof and is incorporated herein by reference.

The transactions described above and the shares of common stock involved were exempt from registration provided by Section 4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

	Exhibit		Description

	10.1		Letter of Intent, by and between Canadian Cannabis Corp. and The Hydropothecary Corporation, executed as of October 5, 2015

	10.2		Promissory Note issued by Canadian Cannabis Corp. in favor of Avonlea Ventures Inc., dated October 16, 2015

	10.3		Guarantee, by and between 2264793 Ontario Inc. and Avonlea Ventures Inc., executed October 16, 2015

	10.4		General Security Agreement, by and between 2264793 Ontario Inc. and Avonlea Ventures Inc., executed October 16, 2015

	10.5		Registration Rights Agreement, by and between Canadian Cannabis Corp. and Avonlea Ventures Inc., executed October 16, 2015

	10.6		Escrow Agreement, by and among Canadian Cannabis Corp., Avonlea Ventures Inc., and Norton Rose Fulbright of Canada LLP, executed October 16, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	Canadian Cannabis Corp.
	(Registrant)

Date: October 20, 2015	By:	/S/ Benjamin Ward
		Benjamin Ward CEO, President, and Director

Exhibit 10.1

CANADIAN CANNABIS CORP.

100 RUTHERFORD ROAD SOUTH
BRAMPTON, ON L6W 3J5

CANADA

The Hydropothecary Corporation

120 Chemin de la Rive

Gatineau QC J8M 1V

Canada

Attention: Mr. Sebastien St. Louis, CEO

Re: Letter of Intent for the Acquisition by Canadian Cannabis Corp. of 100% of the issued and outstanding equity shares of The Hydropothecary Corporation

Dear Mr. St. Louis:

This letter of intent (“LOI”), is to generally set forth the terms and conditions of the proposed transaction or series of transactions (collectively, the “Transaction”) whereby Canadian Cannabis Corp. (“CCC”), a Delaware corporation, will: (i) acquire one hundred percent (100%) of the issued and outstanding common shares (the “THC Shares”) of The Hydropothecary Corporation (“THC”), a corporation incorporated under the laws of Canada, in exchange for, at the election of the holders of the THC Shares, a number of common shares of CCC (“CCC Shares”) per THC Share having a value in the amount of CAD $5.40 (calculated as an exchange ratio of 2.05 CCC Shares for every THC Share based on a deemed share price for the CCC Shares of the lesser of USD $2.00 per share or the effective share price of the USD$15m private placement , with the exchange rate set for $USD to $CAD as the Bank of Canada closing rate on October 2, 2015 of CAD$1.3164 per USD$1.00) or payment in cash of CAD$4.75 for each THC Share; and (ii) a concurrent CAD $6,000,000 investment by CCC into THC. This LOI represents our intention to negotiate in good faith and enter into a definitive agreement in respect of the Transaction in a form acceptable to CCC and THC acting reasonably (the “Definitive Agreement”) on or before October 31, 2015.

CCC shall pay to THC a non-refundable deposit in the amount of CAD $1,000,000 (the “Deposit”) paid in two tranches (Section 1.i and 1.ii), which Deposit shall be non-refundable except in the event of the breach of the binding terms of this LOI by THC, and which Deposit shall be applied to the investment in THC to be made by CCC in connection with the proposed Transaction if the Definitive Agreement is entered into by the parties.

Statements below as to what we, or you, will do, or agree to do, or the like, are so expressed for convenience only, and are understood in all instances (except for the items identified below in Section 12) to be non-binding and subject to our mutual continued willingness to proceed with the Transaction.

The following paragraphs reflect our understanding of the Transaction but do not constitute a complete statement of, or legally binding or enforceable agreement or commitment (except as provided in Section 12), with respect to the matters described therein:

Structure: The parties intend to enter into a transaction or a series of transactions (collectively, the “Transaction”) in which:

Investment in THC

	i.	Within two (2) business days of the signing of this LOI, CCC will invest Canadian Funds Five Hundred Thousand Dollars (CAD $500,000) (The Deposit tranche 1) into THC for general working capital. In the event that the Definitive Agreement is not entered into between the parties and the Deposit is not refundable by THC due to a breach of the binding terms of this LOI and THC does not otherwise determine to refund the Deposit, the amount of the Deposit shall be converted into THC Shares at a price of CAD $4.00 per THC Share.

	ii.	CCC will invest an additional Canadian Funds Five Hundred Thousand Dollars (CAD $500,000) into THC on October 15, 2015 for general working capital purposes (The Deposit tranche 2). In the event that the Definitive Agreement is not entered into between the parties, this amount shall be converted into THC Shares at a price of CAD $4.00 per THC Share.

	iii.	CCC will invest an additional Canadian Funds Two Million Five Hundred Thousand Dollars (CAD $2,000,000) into THC on the signing of the Definitive Agreement for working capital expenditure and expansion of facilities on or before November 10.

	iv.	CCC will invest an additional Canadian Funds One Million Dollars (CAD$1,000,000) into on December 1, 2015.

	v.	CCC will invest an additional Canadian Funds Two Million Dollars ($2,000,0000) into on January 15, 2015.

Acquisition of THC Shares

vi.

CCC will issue Two million forty seven thousand, seven hundred twenty three (2,047,723) CCC Shares (the “Services Shares”) to Sebastien St. Louis, Louis Gagnon, and Adam Miron (collectively “THC Founders”) as consideration for employment agreements to be entered into with each of the THC Founders in a form acceptable to CCC and the THC Founders acting reasonably. Upon the completion of the Transaction, the THC Founders will hold, directly or indirectly, 6,000,000 THC Shares as a result of the issuance of the Services Shares and the exchange of their THC Shares for CCC Shares as provided below. The Service Shares shall be issued as fully paid and non-assessable and shall be freely tradable, however the THC Founders shall sign a lock-up agreement that governs the sale of any THC Shares by the THC Founders. The lock-up agreement will be the same as the one signed by CCC Executive Management.

vii.

Upon completion of the Transaction, CCC will hold one hundred percent (100%) of all of the issued and outstanding shares of THC and THC shall be the wholly-owned subsidiary of CCC’s wholly-owned subsidiary, Canada Cannabis Corp.

	2.	Due Diligence: The parties will work promptly to carry out all required due diligence in respect of the proposed Transaction including without limitation, the completion of standard business, legal and other inquiries and a review of applicable laws and regulations. The parties will afford each other, its employees, auditors, legal counsel, and other authorized representatives all reasonable opportunity and access during normal business hours to inspect and investigate the business and financial affairs of the other party.

	3.	Definitive Agreement. We mutually agree to proceed reasonably and in good faith toward negotiation and execution of the Definitive Agreement, which shall contain the terms and conditions set out in this LOI and such other terms, conditions, indemnities, representations, warranties, covenants as are customary for transactions of this nature. The parties shall cooperate in structuring the Transaction in the most effective manner having regard to applicable tax, corporate, and securities laws. The issuance of shares under the Transaction shall be made in the most tax efficient manner for THC shareholders per professional opinion from tax advisors to THC.

Board of Directors. Upon the closing of the Transaction and subject to regulatory approvals: (i) the board of CCC shall be reconstituted to consist of Benjamin Ward, Vijay Kanwar, Richard Wachsberg, Sebastien St. Louis and Jane Farnham; and (ii) Sebastien St. Louis shall become the President of CCC, Ed Chaplin shall become the Chief Financial Officer of CCC, and Adam Miron shall become the Chief Marketing Officer of CCC.

Regulatory Approvals and Contractual Consents: The completion of the Transaction shall be subject to the following, and the parties agree to cooperate in making any submissions necessary to obtain the same and effect the Transaction:

the receipt of all necessary board approvals for the Transaction, which shall be obtained prior to the execution of the Definitive Agreement;

ii.

the receipt of all necessary shareholder approvals; and

iii.

the receipt of all necessary regulatory approvals (including approvals from any licensing authorities) and third party consents prior to the closing of the Transaction.

Other Conditions. The Definitive Agreement shall include, but will not be limited to, the following closing conditions:

prior to, and as a condition of closing, THC will take the necessary and appropriate steps to exercise or cancel all restricted stock, convertible securities, options or other instruments or securities from which to acquire stock of THC; existing employees will in turn receive employee stock options of CCC on a commensurate level to their existing THC stock options, subject to ratification by the CCC Board of Directors and its compensation committee;

	ii.	the parties having completed a due diligence investigation, the results of which are satisfactory to the parties in their sole discretion;

	iii.	at the time of the Transaction, THC will have no liabilities, contingent or otherwise, unless such liabilities have been specifically agreed to by CCC in writing; to be included in the Definitive Agreement. CCC has reviewed the financial statements of THC and has agreed to the outstanding accounts payable and liabilities of THC as listed on October 2, 2015;

	iv.	each of CCC and THC will not be debarred or lose its status with any third-party or government agency, including Health Canada as a result of the Transaction;

	v.	each of CCC and THC will have received all regulatory approvals required to complete the Transaction, where necessary;


	vi.	the parties agreement to cooperate to prepare for filing all necessary current reports with the Securities and Exchange Commission of the United States and the applicable securities commissions of certain of the provinces of Canada with respect to the Transaction, including a Form 8-K, within the required regulatory time limits in order, among other things, for all of the CCC Shares to be issued under the Transaction to be freely tradable in Canada by the former holders of the THC Shares receiving CCC Shares under the Transaction;

	vii.	the representations and warranties of the parties contained in the Definitive Agreement shall be true and correct in all material respects as of the closing of the Transaction; and

	viii.	no material adverse change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of THC from the date of the Definitive Agreement to the closing of the Transaction.

	7.	Management Agreements: At the closing of the Transaction, each of the THC Founders and Ed Chaplin (collectively “THC Management”) and any other existing and necessary employees as jointly determined shall enter into employment or management services agreements with CCC. The terms of THC Management’s services agreements shall be the standard CCC terms as well as the terms outlined in Schedule A to this LOI. Each member of THC Management shall be entitled to participate in any equity or equity-linked incentive plans implemented by CCC.

	8.	Confidentiality: Except with the prior consent of the other party, each party will keep confidential and not disclose to any third party the terms of this LOI and any confidential information received from the other party or its representatives pursuant to this LOI. Each party agrees that it shall not use any confidential information for any purpose other than for the purposes of reviewing and negotiating the Transaction. The parties agree that they shall make all public disclosures as required by applicable securities laws and securities regulatory authorities, including the Securities and Exchange Commission (SEC) of the United States, relating to the Transaction, subject to the prior review and approval of such disclosure by the parties.

	9.	Disclosure: No public announcement concerning the Transaction contemplated herein or the status of the discussions between the parties hereto shall be made by either party unless and until the same has been approved by both parties hereto, unless such disclosure is required by any government laws, rules or regulations, by any government regulatory authorities or any stock exchange having jurisdiction over either party provided prior written notice is provided to the other party respecting such disclosure or public announcement and such party has been provided reasonable opportunity to review and comment on the proposed disclosure.

	10.	Costs: Each party is responsible for and shall bear its own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors, incurred at any time in connection with pursuing or consummating the Transaction, regardless of whether a Definitive Agreement is entered into or the closing of the Transaction occurs. Each party’s obligations in this respect shall survive the closing of the Transaction or any termination of the proposed Transaction between the parties. It is expressly understood that both parties’ counsel will be together responsible for preparing the documents required to complete the Transaction including any filings required to be filed with the regulatory authorities in connection with the Transaction.

	11.	Exclusivity: The parties hereby agree that until the Termination Date (as defined below) and the date the parties enter into the Definitive Agreement, neither party, nor their respective directors, officers, agents and representatives will, directly or indirectly:

solicit, initiate or encourage the initiation of any expression of interest, inquiries or proposals regarding, constituting or that may reasonably be expected to lead to any merger, amalgamation, take-over bid, tender offer, arrangement, recapitalization, liquidations, dissolution, share exchange, sale of material assets involving the parties or a proposal or offer to do so (the “Acquisition Proposal”) (including without limitation, any grant of an option or other right to take any such action);

ii.

participate in any discussions or negotiations regarding an Acquisition Proposal;

iii.

accept or enter into, or propose publicly to accept or enter into, any agreement, letter of intent, memorandum of understanding or any arrangement in respect of an Acquisition Proposal; and

iv.

otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any person to do any of the foregoing.

12.

Binding Effect: The consummation of the Transaction is subject to the execution of the Definitive Agreement and, except for this Section 12 and Sections 1(i) and 1(ii) relating to the Deposit, Section 8 (Confidentiality), Section 9 (Disclosure), Section 10 (Costs), Section 11 (Exclusivity), Section 13 (Termination) and Section 14 (Governing Laws) that are intended to create binding obligations, it is understood that no legal obligation or liability will be created by this LOI as against the parties.

	13.	Termination: If the Definitive Agreement is not negotiated and executed by both parties on or before November 13, 2015 or such other date as agreed to by the parties (the “Termination Date”), this LOI shall be terminated and the terms hereof will be of no further force or effect except for Sections 1(i) and 1(ii) relating to the Deposit, Section 8 (Confidentiality), Section 9 (Disclosure), Section 10 (Costs) and Section 14 (Governing Laws).

	14.	Governing Laws: This LOI will be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties agree that any dispute arising out of or relating to this LOI shall be subject to the exclusive jurisdiction of the courts in and for the Province of Ontario and each party agrees to submit to the personal and exclusive jurisdiction and venue of such courts. Governing law and jurisdiction regarding the Definitive Agreement shall be negotiated between and agreed to by the parties and set out in the Definitive Agreement.

If the terms outlined above are acceptable to you please sign and date this Letter in the space provided below and return a signed copy to the undersigned.

	Very truly yours,

	CANADIAN CANNABIS CORP.

	By	/s/ Benjamin Ward
		Benjamin Ward, President & CEO

	ACKNOWLEDGED AND AGREED to on

	OCTOBER 5, 2015 :

	THE HYDROPOTHECARY CORPORATION

	By	/s/ Sebastien St. Louis
		Sebastien St. Louis, CEO

Schedule A-Terms of THC Founders' and Executive Services Agreements

1.	CCC and each of Sebastien St. Louis and Adam Miron shall enter into Agreements for Services that are substantially similar to that of CCC's services agreement with Benjamin Ward, and that are identical with respect to compensation with the exception of point #4 and point #5.
2.	CCC and Ed Chaplin shall enter into an Agreement for Services providing Chaplin with an annual salary of $175,000CAD, 400k CCC shares from treasury (1/12^th vesting quarterly over three years), and an executive ESOP when available that is the same as the ESOP of Ben Ward and Sebastien St-Louis.
3.	Ed Chaplin to receive 100k CAD cash bonus on February 28th 2016.
4.	Adam Miron to receive 100k CAD cash bonus on February 28th 2016.
5.	CCC shall sign an agreement to provide each of Ben Ward & Sebastien St. Louis 5% each net profit of the company on an annual basis beginning in the year in which annual revenue reaches 10 million dollars CAD and profit is at least 40%.

THC share convert and service share schedule:

	THC Shares		%			CCC Shares Total		CCC Convert		Service Shares (fully vested on issue)
Sebastien		657,000		34.09	%		2,045,667		1,347,507		698,160
Louis		650,000		33.73	%		2,023,871		1,333,150		690,721
Adam		620,000		32.17	%		1,930,462		1,271,620		658,842
Total		1,927,000		100.00	%		6,000,000		3,952,277		2,047,723

/s/ Sebastien St. Louis		/s/ Benjamin Ward
Sebastien St. Louis		Benjamin Ward
CEO, Hydropothecary		President & CEO CCC.

Schedule A-Terms of THC Founders' and Executive Services Agreements

1.	CCC and each of Sebastien St. Louis and Adam Miron shall enter into Agreements for Services that are substantially similar to that of CCC's services agreement with Benjamin Ward, and that are identical with respect to compensation with the exception of point #4 and point #5.
2.	CCC and Ed Chaplin shall enter into an Agreement for Services providing Chaplin with an annual salary of $175,000CAD, 400k CCC shares from treasury (1/12^th vesting quarterly over three years), and an executive ESOP when available that is the same as the ESOP of Ben Ward and Sebastien St-Louis.
3.	Ed Chaplin to receive 100k CAD cash bonus on February 28th 2016.
4.	Adam Miron to receive 100k CAD cash bonus on February 28th 2016.
5.	CCC shall sign an agreement to provide each of Ben Ward & Sebastien St. Louis 5% each net profit of the company on an annual basis beginning in the year in which annual revenue reaches 10 million dollars CAD and profit is at least 40%.

THC share convert and service share schedule:

	THC Shares		%			CCC Shares Total		CCC Convert		Service Shares (fully vested on issue)
Sebastien		657,000		34.09	%		2,045,667		1,347,507		698,160
Louis		650,000		33.73	%		2,023,871		1,333,150		690,721
Adam		620,000		32.17	%		1,930,462		1,271,620		658,842
Total		1,927,000		100.00	%		6,000,000		3,952,277		2,047,723

/s/ Sebastien St. Louis		/s/ Benjamin Ward
Sebastien St. Louis		Benjamin Ward
CEO, Hydropothecary		President & CEO CCC.

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 – 3^rd 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.

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;

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.

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]

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

Exhibit 10.3

GUARANTEE

DATED AS OF: October 16, 2015

WHEREAS Avonlea Ventures Inc. (the "Lender"), a corporation incorporated under the laws of the Province of Ontario, has agreed to advance a loan (the “Loan”) in the original principal sum of One Million Dollars ($1,000,000) to Canadian Cannabis Corp., a company incorporated under the laws of the State of Delaware, including, without limitation, in accordance with and secured by a promissory note (the “Promissory Note”) dated as of the date hereof;

AND WHEREAS 2264793 Ontario Inc. (the "Guarantor") has agreed to execute this Guarantee in order to induce the Lender to accept the Promissory Note and advance the Loan to the Borrower and for good and valuable consideration (the receipt and sufficiency whereof are hereby acknowledged by the Guarantor) the Guarantor covenants, promises and agrees, in favour of and with the Lender as follows:

(a)

The Guarantor, as principal debtor and not as surety, unconditionally guarantees to the Lender the due payment by the Borrower of all outstanding amounts owed by the Borrower to the Lender with respect to the Loan, including, without limitation, arising as a result of the Loan and any other advance of funds or extension of credit by the Lender to the Borrower (the "Principal Sum"), interest thereon, fees and any other amounts payable thereon, including, without limitation, pursuant to the Promissory Note, request by the Borrower or other agreement between the parties (collectively, the "Loan Documents"), at the times and in the manner set out in such Loan Documents, and the due performance and observance by the Borrower of all covenants, conditions, stipulations and provisos contained in the Loan Documents.

(b)

As between the Lender and the Guarantor, the Guarantor is and shall continue to be liable as principal debtor hereunder notwithstanding any change in the name, objects, capital stock or constitution of the Borrower or the bankruptcy, insolvency or going into liquidation of the Borrower, voluntarily or otherwise, and notwithstanding any transaction which may take place between the Lender and the Borrower or any neglect, waiver or default of the Lender which might otherwise operate as a discharge whether partial or absolute of the Guarantor if the Guarantor was a surety only of the Borrower, and without restricting the generality of the foregoing, notwithstanding the releasing in whole or in part of the property and assets mortgaged, pledged, charged or assigned, whether by fixed and specific mortgage, charge or assignment or otherwise, in the Loan Documents, or the granting of time or other indulgences to the Borrower. The Lender shall not be concerned to see or enquire into the powers of the Borrower or any of its directors or officers acting or purporting to act on its behalf; and moneys, advances, renewals or credits in fact borrowed or obtained from the Lender in professed exercise of such powers shall be deemed to form part of the debts and liabilities hereby guaranteed, notwithstanding that such borrowing or obtaining of moneys, advances, renewals or credits shall be in excess of the powers of the Borrower or of its directors, officers, managers or other agents aforesaid, or be in any way irregular, defective or informal.

(c)

The Lender in its absolute discretion or in the absolute discretion of any authorized officer or agent, and without diminishing the liability of the Guarantor hereunder may grant time or other indulgences to the Borrower and any other person or persons now or hereafter liable to the Lender in respect of the payment of the Principal Sum, interest thereon, fees and any other amounts payable to the Lender or the performance and observance of all covenants, conditions, stipulations and provisos contained in the Loan Documents and may give up, modify, vary, exchange, renew or abstain from taking advantage of any of the security constituted by this guarantee or the Loan Documents (the "Security") in whole or in part and may discharge any part or parts of or accept any composition or arrangements or realize upon any of the Security when and in such manner as the Lender or any authorized officer or agent thereof may think expedient. Any account settled or stated by or between the Lender and the Borrower or admitted by or on behalf of the Borrower may be adduced by the Lender and shall in that case be accepted by the Guarantor as prima facie evidence that the balance or amount thereof appearing is due by the Borrower to the Lender.

(d)

The Guarantor shall not be released or exonerated by time being given, or any other forbearance whatsoever whether as to time, performance or otherwise or by any release, discharge, loss or alteration in or dealing with all or any part of the Loan Documents or any of them or by any failure or delay in giving any notice required under this guarantee or under the Loan Documents or any of them, or by any variation in or departure from the provisions of the Loan Documents or any of them (including without limitation the waiver by the Lender of compliance with any conditions precedent to any advance of funds, or credit), or by any modification or alteration of the Loan Documents, or by anything done, suffered or permitted by the Lender or any invalidity or unenforceability of, or any limitation on the liability of the Borrower, or on the method of terms of payment under the Loan Documents or any assignment or other transfer of all or any part of the Loan Documents or any interest therein, whether before or after any default under the Loan Documents or any defence, compensation, set-off or counterclaim which the Borrower or the Guarantor may have or assert or any other circumstance, whether or not the Guarantor shall have notice or knowledge of any of the foregoing.

(e)

The obligations of the Guarantor hereunder shall be continuing obligations and a fresh cause of action shall be deemed to arise in respect of each default. The Guarantor covenants and agrees with the Lender that it will from time to time deliver to the Lender suitable acknowledgments of its continuing liability hereunder in such form as counsel to the Lender may advise, acting reasonably, and as will prevent any action brought against it in respect of any default hereunder being barred by any statute of limitations or law of prescription now or hereafter in force in the Province of Ontario or elsewhere in Canada.

(f)

The Guarantor will not at any time claim to be subrogated in any manner to the position of the Lender and will not claim the benefit of any Security at any time held by the Lender, provided however that if, following a demand for payment by the Lender to the Guarantor hereunder, the Guarantor pays to the Lender all the moneys owing or remaining unpaid to the Lender under the Loan Documents then the Guarantor shall be entitled on demand made in writing to the Lender to the assignment, without warranty, of the Lender's right, title and interest in the Loan Documents.

(g)

The Lender shall not be bound to seek or exhaust its recourse against the Borrower or any other person or against the property of the Borrower or any other person or against any security (which term shall include, without limitation, a guarantee or indemnity) it may hold before requiring and being entitled to payment from the Guarantor hereunder and the Lender may enforce the various remedies available to it and may realize upon the various security held by it or any part thereof in such order as the Lender may determine.

(h)

The Guarantor acknowledges that its liability hereunder is for the whole of the outstanding Principal Sum, interest thereon, fees and other amounts payable by the Borrower to the Lender, including, without limitation, under the Loan Documents and expressly waives the benefit of any legislation, common law or principle requiring the division or proration of liability between the Guarantor and any other person or persons now or hereafter liable to the Lender in respect of the Principal Sum, interest thereon, fees and other amounts payable under the Loan Documents.

(i)

The release of any other guarantor or guarantors from his, their or its liability pursuant to a guarantee in favour of the Lender shall not affect the liability of the Guarantor hereunder which shall remain unimpaired and still in full force and effect as if the guarantor or guarantors so released had not been a guarantor of all or any part of the said Principal Sum, interest thereon, fees and other amounts payable under the Loan Documents.

(j)

No suit based on this guarantee shall be instituted until written demand for payment has been made by the Lender to the Guarantor in respect of which such suit is instituted and demand shall be deemed to have been effectually made when delivered in the manner provided in paragraph 12 of this guarantee.

(k)

If default in payment of all or part of the amounts from time to time owing by the Borrower to the Lender, including without limitation, under the Loan Documents, shall occur and be continuing, the Guarantor shall forthwith upon demand therefor being made upon the Guarantor by the Lender in accordance with subparagraph 1(j) hereof pay to the Lender the Principal Sum or as much thereof as is outstanding and all interest accrued thereon together with all costs, fees, expenses and other amounts due to the Lender by virtue of the Loan Documents, this guarantee and each of them.

(l)

As security for this guarantee and the performance by the Guarantor of its covenants and obligations hereunder, the Guarantor agrees to grant to the Lender a collateral charge/mortgage to be registered against title to the Guarantor's real property municipally known as 98-102 Rutherford Road South, Brampton, ON, legally described in Schedule "A" attached hereto (the "Property"), securing the principal sum of One Million Dollars ($1,000,000).

2. It is understood between the parties hereto that the carrying out by the Guarantor of the covenants and agreements made by it hereunder is not in any way contingent upon the carrying out by the Borrower or the Lender or any other person of any of their respective obligations or liabilities in the Loan Documents or in any other instrument contained.

3. Except as contained or referred to herein, there are no representations, collateral instruments or conditions with respect to this guarantee or affecting the liability of the Guarantor hereunder other than as contained herein.

4. The Guarantor hereby waives:

(a)

presentation for payment of any instrument of the Borrower or any other person, protest thereof and notice of its dishonour to any person thereto and to the Guarantor;

(b)

any defense with respect to this guarantee arising by virtue of:

(i)

the lack of authority, death, disability or loss or diminution of capacity of any other person or revocation hereof by any other person; or

(ii)

the failure of the Lender to file or enforce a claim of any kind;

(c)

any defense based upon an election of remedies by the Lender which destroys or otherwise impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against the Borrower for reimbursement, or both; and

(d)

any duty on the part of the Lender to disclose to the Guarantor any facts which the Lender may now or hereafter know about the Borrower, regardless of whether the Lender has reason to believe that any such facts materially increase the risk beyond that which the Guarantor intends to assume or has reason to believe that such facts are unknown to the Guarantor or has a reasonable opportunity to communicate such facts to the Guarantor, it being understood and agreed that the Guarantor is fully responsible for being and keeping informed of the financial condition of the Borrower and of all circumstances bearing on the risk of non-payment of all obligations hereby guaranteed.

5. The Guarantor acknowledges receipt of good, valuable and sufficient consideration for the making of this guarantee and hereby expressly agrees that recourse may be had against its property and assets for all obligations hereunder, and the Guarantor does further agree that any and all of its property and assets shall be subject to execution for any judgment or decree on or enforcing this guarantee by a court of competent jurisdiction against the Guarantor.

6. This guarantee and all obligations of the Guarantor hereunder shall terminate and cease at such time as the Lender receives payment in full of all sums due and payable to it by the Borrower, including, without limitation, under the Loan Documents and all sums due and payable to it by the Guarantor for any costs and expenses of the Lender in enforcing this guarantee and the Lender agrees, upon receipt of payment in full of such sums, to execute and deliver a release of the Guarantor's obligations hereunder upon written request therefor.

7. This guarantee shall extend to and enure to the benefit of the Lender and its successors and assigns and reference herein to the Guarantor is a reference to and shall be construed as including the respective heirs, executors, administrators and assigns of the Guarantor and shall be binding thereon.

8. This guarantee has been made in Ontario and for all purposes shall be construed in accordance with and governed by the laws of Ontario as an agreement made and entered into therein by parties domiciled and resident therein and to be wholly performed therein. The Guarantor expressly attorns to the jurisdiction of the courts of Ontario to determine all issues, whether at law or in equity, arising from this guarantee, provided that nothing herein contained shall limit either party's right to institute proceedings against the other elsewhere.

9. In this guarantee the masculine shall include the feminine and the neuter and vice versa and the singular shall include the plural and vice versa; words such as "hereunder", "hereto", "hereof" and "herein" shall, unless the context clearly indicates the contrary, refer to the whole of this guarantee and not to any particular paragraph or section hereof.

10. If any provision of this guarantee or the application of such provision to any person or circumstance, shall be held invalid or unenforceable, the remainder of this guarantee, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.

11. The Guarantor shall forthwith and from time to time execute and do all deeds, documents and things which in the opinion of counsel to the Lender, acting reasonably, are necessary or advisable for giving the Lender a valid guarantee according to the intent of this guarantee or to otherwise further the purposes hereof.

12. Any notice, statement, request for approval, approval or demand required or contemplated to be given under this guarantee shall be made in writing and may be delivered personally or sent by certified or registered mail, return receipt requested, and addressed as follows:

(a)

if to the Guarantor, at:

100 Rutherford Road South

Brampton, ON L6W 2J2

Attn: Ben Ward

(b)

if to the Lender, at:

15466 The Gore Road

Caledon, ON L7C 3E5

Attn: Michael Steele

Any such notice, statement, request, approval or demand, if delivered personally, shall be deemed to be given upon delivery and, if sent by mail, shall be deemed to have been given three (3) days after mailing in the manner set out herein in any regularly maintained governmental post office or branch post office, except in the event of any strike, walk-out or other similar event involving Canada Post which makes it unlikely it would be delivered within such time. In the event of such strike, walk-out or other similar event occurring or being threatened at the time of delivery, such notice, statement, request, approval or demand shall be delivered personally.

13. All indebtedness and liability, present and future, of the Borrower to the Guarantor is hereby assigned to the Lender and postponed to the liability of the Borrower to the Lender and all moneys received from the Borrower or for its account by the Guarantor shall be received and held by the Guarantor in trust for the Lender until such time as the liability of the Borrower to the Lender is fully paid and satisfied, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor to the Lender under this guarantee.

14. If any covenant, obligation or provision of this guarantee, or the application thereof to any person, firm or corporation or to any circumstance shall, to any extent, be invalid or unenforceable, the remainder of this guarantee or the application of such covenant, obligation or provision to persons, firms or corporations or to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each covenant, obligation and provision of this guarantee shall be separately valid and enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF the Guarantor has duly executed this guarantee as of the date first written above.

2264793 ONTARIO INC.

Per:	/s/ Benjamin Ward
	Name: Benjamin Ward
	Title: Secretary

SCHEDULE "A"

PROPERTY

Legally described as:

PT LT 4 CON 2 E.H.S. CHINGUACOUSY PTS 1 TO 4, 43R17742; T/W BR48239 ; S/T BR51139; TOGETHER WITH AN EASEMENT AS IN VS121670; CITY OF BRAMPTON

Being all of PIN 14032−0123(LT); LRO# 43.

Exhibit 10.4

-1-

GENERAL SECURITY AGREEMENT

THIS AGREEMENT is made as of the _____ day of October, 2015,

BETWEEN:

2264793 ONTARIO INC.

(the “Debtor”)

- and -

AVONLEA VENTURES INC.

(the “Secured Party”).

WHEREAS the Debtor is the registered and beneficial owner of the lands and premises municipally known as 98-102 Rutherford Road South, Brampton, ON (as legally described in Schedule “A” attached hereto, the “Property”);

AND WHEREAS the Secured Party agreed to loan Canadian Cannabis Corp. (“CCC”) the sum of $1,000,000 (the “Loan”);

AND WHEREAS in order to induce the Secured Party to advance the Loan to CCC the Debtor agreed to guarantee the obligations of CCC to the Secured Party (including, without limitation, the obligations of CCC under a promissory dated as of the date hereof) pursuant to a guarantee made by the Debtor in favour of the Secured Party dated as of the date hereof (the “Guarantee”);

AND WHEREAS the Debtor’s obligations pursuant the Guarantee are secured by a charge/mortgage registered against the Property in favour of the Secured Party on or about the date hereof in the Land Titles Division of the Peel Registry Office (the “LRO”) (such charge/mortgage as it may be amended, modified, renewed, replaced, extended, supplemented and/or restated from time to time, the “Charge;

AND WHEREAS in consideration of the Secured Party making the Loan to CCC, the Debtor agreed to provide this Agreement to the Secured Party as security collateral to the Charge;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in order to further secure the Debtor’s obligations pursuant to the Loan, and in consideration of the advance of the Loan secured by the Charge (the receipt and sufficiency of all of which are hereby acknowledged), the Debtor covenants and agrees as follows:

1. Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith, the following words and phrases shall have the following respective meanings:

(a)

“Agreement” means this agreement and all amendments made thereto by written agreement between the Secured Party and the Debtor, and the terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular section, subsection or other portion hereof and include any agreement supplemental hereto;

(b)

the terms “accessions”, “Account”, “Chattel Paper”, “Documents of Title”, “Equipment”, “Goods”, “Instrument”, “Intangible”, “Inventory”, “Money”, “Proceeds” and “Security” whenever used herein shall have the meanings given to those terms in the PPSA, provided always that the term “Goods” when used herein shall not include “consumer goods” of the Debtor as the term is defined in the PPSA;

(c)

“Books and Records” means all books, papers, accounts, invoices, documents and other records in any form evidencing or relating to any of the Collateral, and all contracts, securities, instruments and other rights and benefits in respect thereof;

(d)

“Charge” shall have the meaning ascribed thereto in the recitals hereof;

(e)

“Collateral” means all of the present and future undertaking and property, both real and personal, of the Debtor located at, relating only to, or used only in connection with, the Property, or which is necessary to the use and operation of the Property including, without limitation, all right, title and interest that the Debtor now has or may hereafter have, be possessed of, be entitled to or which may hereafter be acquired by the Debtor in Accounts, Inventory, Equipment, Chattel Paper, Documents of Title, Securities, Intangibles, Money, Books and Records and all replacements of, substitutions for and increases, additions and accessions to the foregoing, together with all Proceeds thereof, and any reference to “Collateral” shall be deemed a reference to Collateral or any part thereof;

-2-

(f)

“Event of Default” shall have the meaning ascribed thereto in the Charge, subject to all provisions of the Charge relating thereto including, without limitation, all notice requirements and curative provisions and, for greater certainty but without in any way limiting the generality of the foregoing, an Event of Default shall be deemed to have occurred, but subject to the applicable notice and curative rights set out in the Charge, if the Debtor fails to perform any covenant contained in this Agreement or if any of the representations or warranties of the Debtor contained in this Agreement are incorrect, untrue, inaccurate or misrepresented in any material respect when given or made or deemed to have been given, made or repeated;

(g)

“Loan” shall have the meaning ascribed thereto in the recitals hereof;

(h)

“Obligations” means all obligations of the Debtor to the Secured Party in respect of the Property or pursuant to the Charge or any additional security now or hereafter held by the Secured Party in respect of the obligations secured by the Charge including, without limitation, all debts and liabilities, present and future, direct and indirect, absolute and contingent, matured and not, whenever and howsoever incurred, in any currency at any time owing by the Debtor to the Secured Party or remaining unpaid by the Debtor to the Secured Party and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether arising from dealings between the Secured Party and the Debtor or from other dealings or proceedings by which the Secured Party may be or become in any manner whatsoever a creditor of the Debtor and wherever incurred and whether incurred by the Debtor alone or with another or others and whether as principal or surety, including all interest, commissions, legal and other costs, charges and expenses;

(i)

“Person” means any natural person or artificial body (including, among others, any firm, corporation or government);

(j)

“PPSA” means the Personal Property Security Act (Ontario) as now enacted and as the same may be amended, re-enacted or replaced from time to time, and all regulations thereunder; and

(k)

“Receiver” means a receiver, receiver and manager or any similar Person appointed in accordance with Section 5(b)(ii) hereof.

Unless otherwise defined herein or the context otherwise requires, all capitalized terms used herein which are defined in the Charge shall have the meanings ascribed thereto in the Charge.

2. Security Interest. As general and continuing security for the payment and performance of the Obligations, the Debtor hereby grants to the Secured Party a security interest in the Collateral. For greater certainty, the security interest created hereby shall be operative as a present, attached mortgage and charge of and security interest in any and all of the Collateral now owned by the Debtor and, with respect to any and all of the Collateral acquired by the Debtor after the date hereof, shall be operative as a present mortgage and charge of and security interest in such Collateral which shall attach as a first fixed and specific mortgage and charge of and security interest in such Collateral as of the moment the Debtor acquires any rights or interests therein. The security interest granted hereby shall not extend or apply to and Collateral shall not include the last day of the term of any lease or agreement therefor, but upon the enforcement of the security interest created hereby, the Debtor shall stand possessed of such last day in trust to assign the same to any person acquiring such term.

3. Representations, Warranties and Covenants of Debtor. The Debtor hereby represents, warrants and covenants to and with the Secured Party as follows:

(a)

the Debtor represents and warrants that it is a corporation duly incorporated, organized and subsisting under the laws of the Province of Ontario, with the corporate power to enter into this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of the Debtor and constitutes a legal and valid agreement binding upon the Debtor enforceable in accordance with its terms, and that the making and performance of this Agreement will not result in the breach of, constitute a default under, contravene any provision of, or result in the creation of, any lien, charge, security interest, encumbrance or any other right of others upon any property of the Debtor pursuant to any agreement, indenture or other instrument to which the Debtor is a party or by which the Debtor or any of its property may be bound or affected;

(b)

the Debtor represents and warrants that, except as otherwise provided in the Charge or disclosed herein, all of the Collateral is the sole property of the Debtor free from all liens, charges, security interests, leases, encumbrances and any rights of others which rank prior to or pari passu with the security interest granted hereby;

(c)

the Debtor represents and warrants that the Debtor’s principal place of business and the location of the office where it keeps its records respecting the Accounts is 100 Rutherford Road South, Brampton, ON L6W 2J2 and all of the Collateral is located either at that address or at the Property;

(d)

the Debtor covenants that it shall not without prior written notice to the Secured Party change its principal place of business or the location of the office where it keeps its records respecting the Accounts;

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(e)

the Debtor covenants that it shall maintain, use and operate the Collateral and carry on and conduct its business in a lawful, prudent and business-like manner;

(f)

the Debtor covenants that it shall defend the Collateral against all claims and demands respecting the Collateral made by all Persons at any time and, except as otherwise provided herein, shall keep the Collateral free and clear of all security interests, mortgages, charges, liens and other encumbrances or interests except those hereafter approved in writing by the Secured Party prior to their creation or assumption;

(g)

the Debtor covenants that it shall pay all rents, taxes, levies, assessments and government fees or dues lawfully levied, assessed or imposed in respect of the Collateral or any part thereof as and when the same shall become due and payable, and shall exhibit to the Secured Party, when required, the receipts and vouchers establishing such payment;

(h)

the Debtor covenants that it shall from time to time forthwith at the request of the Secured Party furnish to the Secured Party in writing all documents and information requested relating to the Collateral, and the Secured Party shall be entitled from time to time, at any reasonable time, to inspect the Collateral and make copies of all information relating to the Collateral and for such purposes the Secured Party shall have access to all premises occupied by the Debtor or where the Collateral may be found;

(i)

the Debtor covenants to keep the Collateral in good order, condition and repair and not to use the Collateral in violation of the provisions of this Agreement, the Charge or any other agreement now or hereafter in effect between the Debtor and the Secured Party and any agreement relating to the Collateral or any policy insuring the Collateral or any applicable statute, law, by-law, rule, regulation or ordinance;

(j)

the Debtor covenants to insure the Collateral for such periods, in such amounts, on such terms and against loss or damage by fire and such other risks as the Secured Party shall reasonably direct and in conformity with the insurance requirements contained in the Charge, with loss payable in the manner specified in the Charge, and to pay all premiums therefor;

(k)

the Debtor covenants that it shall from time to time forthwith at the request of the Secured Party execute and deliver all such financing statements, schedules, assignments and documents, and do all such further acts and things as may be reasonably required by the Secured Party to effectively carry out the full intent and meaning of this Agreement and/or to better evidence and perfect the security interest granted hereby, and the Debtor hereby irrevocably constitutes and appoints the Secured Party, or any Receiver appointed by the court or the Secured Party, the true and lawful attorney of the Debtor, with full power of substitution, to do any of the foregoing in the name of the Debtor whenever and wherever the Secured Party or any such Receiver may consider it to be necessary or expedient;

(l)

the Debtor covenants that it shall not change its name and, if the Debtor is a corporation, shall not amalgamate with any other corporation without obtaining the Secured Party’s prior written consent (such consent may be arbitrarily withheld) and providing notice to the Secured Party of its new name and the names of all amalgamating corporations and the date when such new name or amalgamation is to become effective;

(m)

the Debtor covenants that it shall pay to the Secured Party forthwith upon demand all reasonable costs and expenses (including, without limitation, all costs and expenses incurred by and in connection with a Receiver, all accounting fees and expenses and all legal costs (on a solicitor and own client basis)) incurred by or on behalf of the Secured Party in connection with the preparation, execution and perfection of this Agreement and the carrying out of any of the provisions of this Agreement including, without limitation, protecting and preserving the security interest granted hereby and enforcing by legal process or otherwise the remedies provided herein, and agrees that all such costs and expenses shall be added to and form part of the Obligations secured hereunder; and

(n)

the Debtor covenants that it shall ensure that the representations and warranties set forth in this Section 3 shall be true and correct in all material respects at all times.

4.	Dealing with Collateral.

(a)

Dealing with Collateral by the Debtor. The Debtor shall not sell, lease or otherwise dispose of any of the Collateral: (i) without the prior written consent of the Secured Party; or (ii) except as expressly permitted under the Charge; or (iii) except in the ordinary course of its business and subject to the terms of the Charge, and all proceeds of any such sale or disposition shall form part of the Collateral and shall continue to be subject to the security interest granted hereby.

(b)

Registration of Securities. The Secured Party may have any Securities registered in its name or in the name of its nominee and shall be entitled but not bound or required to exercise any of the rights that any holder of such Securities may at any time have, provided that until an Event of Default has occurred and is continuing, the Debtor shall be entitled to exercise, in a manner not prejudicial to the interests of the Secured Party or which would violate or be inconsistent with this Agreement, all voting power from time to time exercisable in respect of the Securities and shall be entitled to receive all dividends or other distributions arising from the Securities. The Secured Party shall not be responsible for any loss occasioned by its exercise of any of such rights or by failure to exercise the same within the time limited for the exercise thereof. The Debtor shall from time to time forthwith upon the request of the Secured Party deliver to the Secured Party those Securities requested by the Secured Party duly endorsed for transfer to the Secured Party or its nominee to be held by the Secured Party subject to the terms of this Agreement.

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(c)

Notification of Account Debtors. Either after or before an Event of Default occurs, the Secured Party may give notice of this Agreement and the security interest granted hereby to any account debtors of the Debtor or to any other person liable to the Debtor and further the Secured Party may, in its sole discretion, give notice at any time after the occurrence of an Event of Default which is continuing to any such account debtors or other person to make all further payments to the Secured Party, and any payment or other proceeds of Collateral received by the Debtor from account debtors or from any other person liable to the Debtor, whether before or after any notice is given by the Secured Party, shall be held by the Debtor in trust for the Secured Party and paid over to the Secured Party on request provided an Event of Default shall have occurred and be continuing. In addition to and notwithstanding the foregoing the Secured Party shall have the rights referred to in Section 7.03 of the Charge.

(d)

Purchase-Money Security Interests. The Debtor shall not, except as specifically permitted by and subject to the terms of the Charge, or except in the ordinary course of its business in connection with the purchase or lease of Inventory or Equipment up to a maximum aggregate amount of $500,000, be permitted to grant purchase-money security interests.

(e)

Application of Funds. All money collected or received by the Secured Party in respect of the Collateral may be applied on account of such parts of the Obligations as the Secured Party in its sole discretion sees fit, or may be held unappropriated in a collateral account as ongoing security for the Obligations, or in the discretion of the Secured Party may be released to the Debtor, all without prejudice to the Secured Party’s rights against the Debtor.

5.	Default and Remedies.

(a)

Events of Default. The Debtor shall be in default under this Agreement upon the occurrence of any Event of Default, subject to all curative rights of the Debtor under the Charge.

(b)

Remedies. Upon the occurrence of any Event of Default and at any time thereafter, any or all of the Obligations shall at the option of the Secured Party become immediately due and payable or be subject to immediate performance, as the case may be, without further demand or notice, both of which are expressly waived; the obligations, if any, of the Secured Party to make further advances to the Debtor shall cease; any or all security granted hereby shall immediately become enforceable at the option of the Secured Party, and the Secured Party shall have the rights and remedies set out below, all of which rights and remedies shall be enforceable successively, concurrently and/or cumulatively at the option of the Secured Party, subject to the provisions of the Charge relating to any of such rights and remedies of the Secured Party:

(i)

the Secured Party may cease to make any further advances or disbursements of money or other credit, including, without limitation, letters of credit, letters of guarantee or indemnities, available to the Debtor; further, the Secured Party shall not be under any obligation to recommence advancing money or make available other credit until the Secured Party shall have received such assurances as, in its sole discretion, it may require;

(ii)

the Secured Party may appoint, by an instrument in writing delivered to the Debtor, a Receiver of the Collateral, and remove any Receiver so appointed and appoint another or others in his stead, or institute proceedings in any court of competent jurisdiction for the appointment of a Receiver, it being understood and agreed that:

(A)

the Secured Party may appoint any Person as Receiver, including an officer or employee of the Secured Party;

(B)

such appointment may be made at any time either before or after the Secured Party has taken possession of the Collateral;

(C)

the Secured Party may from time to time fix the remuneration of the Receiver and direct the payment thereof out of the Collateral; and

(D)

the Receiver shall be deemed to be the agent of the Debtor for all purposes and, for greater certainty, the Secured Party shall not be, in any way, responsible for any actions, whether willful, negligent or otherwise, of any Receiver, and the Debtor hereby agrees to indemnify and save harmless the Secured Party from and against any and all claims, demands, actions, costs, damages, expenses or payments which the Secured Party may hereafter suffer, incur or be required to pay as a result of, in whole or in part, any action taken by the Receiver or any failure of the Receiver to do any act or thing;

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(iii)

the Secured Party may, in accordance with its rights under the Charge, take possession of the Collateral and retain it for so long as the Secured Party or a Receiver considers appropriate, receive any rents or profits from the Collateral, and require the Debtor to assemble the Collateral and deliver or make the Collateral available to the Secured Party at such place or places as may be specified by the Secured Party;

(iv)

the Secured Party may require the Debtor, by notice in writing given by the Secured Party to the Debtor, to disclose to the Secured Party the location or locations of the Collateral and the Debtor agrees to make such disclosure when so required by the Secured Party;

(v)

the Secured Party may carry on or concur in the carrying on of all or any part of the business of the Debtor, in accordance with its rights under the Charge;

(vi)

the Secured Party may enforce any rights of the Debtor in respect of the Collateral by any manner permitted by law;

(vii)

the Secured Party may repair the Collateral, process the Collateral and prepare the Collateral for sale, lease or other disposition, whether on the premises of the Debtor or otherwise;

(viii)

the Secured Party may sell, lease or otherwise dispose of or realize upon the Collateral at public auction, by public or private tender, by private sale or otherwise, either for cash or upon credit, upon such terms and conditions as the Secured Party may determine, and whether or not the Secured Party has taken possession of the Collateral, and without notice, advertisement or other formality, all of which are hereby waived by the Debtor; any such sale may be made with or without any special condition as to the upset price, reserve bid, title or evidence of title or other matter and from time to time as the Secured Party in its sole discretion thinks fit, with power to vary or rescind any such sale or buy in at any public sale and resell without being answerable for any loss; the Secured Party may sell the Collateral for a consideration either with or without taking security for the payment of such installments and may make and deliver to any purchaser thereof good and sufficient deeds, assurances and conveyances of the Collateral and give receipts for the purchase money, and any such sale shall be a perpetual bar, both at law and in equity, against the Debtor and all those claiming an interest in Collateral by, from, through or under the Debtor;

(ix)

the Secured Party or the Receiver may make any sale, lease or other disposition of the Collateral in the name of and on behalf of the Debtor or otherwise;

(x)

the Secured Party may retain the Collateral or any part thereof irrevocably by giving notice thereof to the Debtor, it being agreed that to the extent permitted by law such retention shall reduce the amount of the Obligations by an amount equal to the fair market value, as reasonably determined by the Secured Party, of the Collateral so retained;

(xi)

the Secured Party may borrow money on the security of the Collateral for the purpose of the carrying on of the business of the Debtor or for the maintenance, preservation, protection or realization of the Collateral, which security may rank either prior or subsequent in priority to the security interest granted by this Agreement;

(xii)

the Secured Party may file such proofs of claim or other documents as may be necessary or desirable to have its claim lodged in any bankruptcy, winding-up, liquidation, dissolution or other proceedings (voluntary or otherwise) relating to the Debtor; and

(xiii)

the Secured Party may take any other action, suit, remedy or proceeding authorized or permitted by this Agreement, the PPSA or by law or equity.

(c)

Additional Provisions on Realization. The Debtor further agrees with the Secured Party that:

(i)

for the purposes of Section 5 of this Agreement, a reference to the “Secured Party” shall, where the context permits, include any Receiver appointed in accordance with Subsection 5(b) hereof and the agents, officers and employees of such Receiver;

(ii)

the Secured Party shall not be liable or responsible for any failure to seize, collect, realize, sell or obtain payment of the Collateral and shall not be bound to institute proceedings or to take other steps for the purpose of seizing, collecting, realizing or obtaining possession or payment of the Collateral or for the purpose of preserving any rights of the Secured Party, the Debtor or any other Person in respect of the Collateral;

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(iii)

the Secured Party may grant extensions of time, take, abstain from taking and perfecting and give up securities, accept compositions, grant releases and discharges, release any part of the Collateral and otherwise deal with the Debtor, debtors of the Debtor, sureties and others and with the Collateral and other securities as the Secured Party may see fit without prejudice to the liability of the Debtor to the Secured Party or the Secured Party’s rights hereunder;

(iv)

to facilitate the realization of the Collateral, the Secured Party may, to the exclusion of all others but subject to the prior rights of the space tenants of the Property under their leases, including the Debtor, enter upon, occupy and use all or any of the premises, buildings, plant and undertaking of or occupied by the Debtor and use all or any of the Equipment and other property of the Debtor for such time as the Secured Party requires, free of charge, and the Secured Party shall not be liable to the Debtor for any neglect in so doing or in respect of any rent, charges, depreciation or damages in connection with such actions;

(v)

the Secured Party may charge on its own behalf and pay to others all reasonable amounts for expenses incurred and for services rendered in connection with the retaking, holding, operation, repairing, processing, preparing for disposition and disposing of the Collateral including, without limitation, legal costs on a solicitor and own client basis, Receiver and accounting fees and expenses, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith shall be payable by the Debtor to the Secured Party and be added to and form part of the Obligations hereby secured as of the date incurred and shall bear interest at the highest rate of interest charged by the Secured Party at that time in respect of any part of the Obligations until payment thereof;

(vi)

the Secured Party may discharge any claim, lien, mortgage, charge, security interest, encumbrance or any rights of others that may exist or be threatened against the Collateral, and in every such case the amounts so paid together with costs, charges and expenses incurred in connection therewith shall be added to the Obligations hereby secured; and

(vii)

any proceeds of realization of the Collateral may be applied by the Secured Party to the payment of expenses in connection with the preservation and realization of the Collateral as above described and any balance of such proceeds shall be applied by the Secured Party in the manner provided for in the Charge.

6.	General Provisions.

(a)

Benefit of the Agreement. This Agreement shall be binding upon the successors and assigns of the Debtor and shall benefit the successors and assigns of the Secured Party.

(b)

No Waiver. No delay or failure by the Secured Party in the exercise of any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right.

(c)

Severability. If any obligation contained in this Agreement or the application thereof to any Person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Agreement and the application of such obligation to Persons or circumstances other than those to whom/which it is held invalid or unenforceable, shall not be affected thereby and each obligation contained in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law.

(d)

Notices. Any notice, election, demand, declaration or request which may or is required to be given or made pursuant to this Agreement shall (unless otherwise required by law) be given or made in writing and may be delivered to the parties hereto by facsimile or other electronic communication which results in a written or printed notice being given, or delivered or sent by prepaid registered mail to the addresses/fax numbers set out below:

(i)

in the case of the Debtor:

100 Rutherford Road South

Brampton, ON L6W 2J2

Attn: Ben Ward

(ii)

in the case of the Secured Party:

15466 The Gore Road

Caledon, ON L7C 3E5

Attn: Michael Steele

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any notice mailed as aforesaid shall be deemed to have been received on the third (3rd) business day after the date of mailing, notwithstanding the date of actual receipt or the fact that it may not have been received, except during an interruption of postal service (in which event such notice, election, demand, declaration or request shall not be sent by prepaid registered mail), and if delivered or sent by facsimile or other electronic communication with confirmation of transmission, shall be deemed to have been validly and effectively given and received on the business day it was delivered or given, provided it is delivered or given by 5:00 p.m. (Toronto time). Any party may give notice as aforesaid of a change of that party’s address/fax number, in which event this Section shall apply with respect to the new address/fax number.

(e)

Modification and Assignment. This Agreement may not be amended or modified in any respect except by written instrument signed by both parties. The rights of the Secured Party under this Agreement may be assigned by the Secured Party without the prior consent of the Debtor. The Debtor may not assign its obligations under this Agreement, except in accordance with the terms of, and concurrently with, an assignment of the Charge.

(f)

Additional Continuing Security. This Agreement and the security interest granted hereby are in addition to and not in substitution for any other security now or hereafter held by the Secured Party, and this Agreement is a continuing agreement and security that shall remain in full force and effect until discharged by the Secured Party.

(g)

Headings. The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(h)

Gender. In this Agreement words importing the singular number only shall include the plural and vice versa, words importing any gender shall include all genders, and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

(i)

Discharge. The Debtor shall not be discharged from any of the Obligations or from this Agreement except by a release or discharge signed in writing by the Secured Party.

(j)

Governing Law. This Agreement shall be governed by and construed in accordance with the laws in effect in the Province of Ontario and, by execution and delivery of this Agreement, the Debtor accepts for itself and in respect of its property, generally, and unconditionally, the non-exclusive jurisdiction of the courts having jurisdiction in the said province. The Debtor hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any action or proceeding, any claim that it is not personally subject to the jurisdiction of the said courts of the Province of Ontario located in the City of Toronto, that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper or that this Agreement or the subject-matter hereof may not be enforced in such courts. Nothing herein shall limit the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

(k)

Executed Copy. The Debtor acknowledges receipt of a fully executed copy of this Agreement.

(l)

Non-Merger and Inconsistency. It is acknowledged and agreed that the terms and conditions of the Charge shall not merge in and shall survive the completion of the transaction herein contemplated, and that in the event of any inconsistency between the provisions of the Charge and the provisions of this Agreement, the provisions of this Agreement shall prevail.

(m)

Joint and Several Liability. In the event that the term “Debtor” includes more than one Person, each of them shall be jointly and severally liable to the Secured Party for all of the Debtor’s obligations hereunder.

The Debtor has executed this Agreement as of the first date set out above.

	2264793 ONTARIO INC.

	By:	/s/ Benjamin Ward
		Name: Benjamin Ward
		Title: Secretary

SCHEDULE “A” TO
GENERAL SECURITY AGREEMENT

Legal Description of the Property

PT LT 4 CON 2 E.H.S. CHINGUACOUSY PTS 1 TO 4, 43R17742; T/W BR48239 ; S/T BR51139; TOGETHER WITH AN EASEMENT AS IN VS121670; CITY OF BRAMPTON

Being all of PIN 14032−0123(LT); LRO# 43.

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made and entered into as of October 16, 2015 among Canadian Cannabis Corp., a Delaware corporation (the "Company"), and Avonlea Ventures Inc., an Ontario corporation ("Investor").

WHEREAS, the Company and the Investor are parties to a Promissory Note, dated as of October 16, 2015 (the "Note") pursuant to which the Investor is lending to the Company CAD$1,000,000; as a condition to such loan, the Company is required to issue 250,000 shares of Common Stock of the Company; and

WHEREAS, in connection with the consummation of the transactions, the parties hereto desire to enter into this Agreement in order to grant certain registration rights to the Investor as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties hereto agree as follows:

1.	Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

"Affiliate" of a Person means any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the preamble.

"Board" means the board of directors (or any successor governing body) of the Company.

"Commission" means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

"Common Stock" means the common stock of the Company and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event with respect to the Common Stock).

"Company" has the meaning set forth in the preamble and includes the Company's successors by merger, acquisition, reorganization or otherwise.

"Demand Registration" has the meaning set forth in Section 2.

"DTCDRS" has the meaning set forth in Section 4(f).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

"Investors" has the meaning set forth in the preamble.

"Long-Form Registration" has the meaning set forth in Section 2.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

"Piggyback Registration" has the meaning set forth in Section 3(a).

"Piggyback Registration Statement" has the meaning set forth in Section 3(a).

"Prospectus" means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

"Purchase Agreement" has the meaning set forth in the recitals.

"Registrable Securities" means (a) the Shares and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock.

"Registration Date" means the date on which the Company becomes subject to Section 13(a) or Section 15(d) of the Exchange Act.

"Registration Statement" means any registration statement of the Company, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.

"Rule 144" means Rule 144 under the Securities Act or any successor rule thereto.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

2. Demand Registration. At any time six months after the date of this Agreement, Investor may request registration under the Securities Act of all of their Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a "Long-Form Registration"). The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities of Investor within 60 days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter.

3.	Piggyback Registration.

(a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a "Piggyback Registration Statement") to be used may be used for any registration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice (in any event no later than 20 days prior to the filing of such Registration Statement) to Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from Investor within 5 days after the Company's notice has been given to Investor. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and Investor in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by Investor; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by Investor and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

4. Registration Procedures. If and whenever the holders of Registrable Securities request that the offer and sale of any Registrable Securities be registered under the Securities Act pursuant to the provisions of this Agreement, the Company shall use its reasonable efforts to effect the registration of the offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable and as applicable:

(a) subject to Section 2, prepare and file with the Commission a Registration Statement covering such Registrable Securities and use its reasonable efforts to cause such Registration Statement to be declared effective;

(b) notify Investor, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed with the Commission;

(c) furnish to Investor a copy of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as Investor may reasonably request in order to facilitate the disposition of the Registrable Securities;

(d) notify Investor promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(e) advise Investor promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(f) cooperate with Investor to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule 144; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company's Direct Registration System (the "DTCDRS");

(g) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable; and

(h) otherwise use its reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

5.	Indemnification.

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, Investor and Investor's officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of Invstor, if any, who controls any of the foregoing Persons, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such holder with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities. This indemnity shall be in addition to any liability the Company may otherwise have.

(b) In connection with any registration in which Investor is participating, Investor shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Person who controls any of the foregoing Persons against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such holder. This indemnity shall be in addition to any liability the selling holder may otherwise have.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 5, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that, if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party's prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party of such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

(d) If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other similar federal or state securities laws or rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any applicable registration, qualification or compliance was perpetrated by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

6. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

7. Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 6 shall survive any such termination.

8. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8).

If to the Company:	Canadian Cannabis Corp. 100 Rutherford Rd S Brampton, Ontario L6W 2J2 Canada E-mail: bward@cdncannabis.com Attention: CEO

with a copy to:	Thrasher Worth LLC 5 Concourse Parkway Suite 2600 Atlanta, GA 30328 USA E-mail: gthrasher@thrasherworth.com Attention: H. Grady Thrasher

If to Investor	Avonlea Ventures Inc. 15466 The Gore Road Caledon, ON L7C 3E5 Canada Attention: Michael Steele Fax: (905) 880-7866 Email: steeleconsult@aol.com

with a copy to:	Norton Rose Fulbright Canada LLP Suite 3700 400 3^rd Ave SW Calgary AB T2P 4H2 Canada Attention: Marlow Gereluk Fax: (403) 264-5973 Email: Marlow.Gereluk@nortonrosefulbright.com

9. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

10. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement; provided, however, the parties hereto hereby acknowledge that the Persons set forth in Section 5 are express third-party beneficiaries of the obligations of the parties hereto set forth in Section 5.

12. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13. Amendment, Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and Investor. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15. Remedies. Investor, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

16. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Georgia in each case located in the city of Atlanta and County of Fulton, and each party irrevocably submits to the 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.

17. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 17.

18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

19. Further Assurances. Each of the parties to this Agreement shall, and shall cause their Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions contemplated hereby.

[SIGNATURE PAGE FOLLOWS]

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

	Canadian Cannabis Corp.

	By	/s/ Benjamin Ward

	Name:	Benjamin Ward
	Title:	Chief Executive Officer

	Avonlea Ventures Inc.

	By

	Name:
	Title:

Registration Rights Agreement Signature Page

Exhibit 10.6

Escrow Agreement

THIS AGREEMENT made effective as of this 16^thday of October, 2015.

AMONG:

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

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

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

WHEREAS:

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.

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.

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

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.

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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;

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(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).

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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

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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 3^rd 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.

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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

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SCHEDULE “A”

INITIAL PAYMENT INSTRUCTION

TO:	Norton Rose Fulbright Canada LLP

Suite 3700, 400 3^rd 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 3^rd 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

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