Canadian Security Agreement, by and among High Park Holdings, Ltd., each of the obligors named therein, and Bridging Finance Inc., dated February 28, 2020

Statutory and Other References2

Grant of Security2

Obligations Secured3

Attachment, Perfection, Possession and Control4

Special Provisions Relating to Pledged Investment Property5

Scope of Security Interest6

Care and Custody of Collateral7

Absence of Fiduciary Relationship7

ULC Shares7

Amalgamation8

Enforcement8

Remedies8

Additional Rights9

Concerning a Receiver10

Exercise of Remedies11

Dealing with Security, etc.11

Dealing with Collateral11

Appointment of Attorney12

Dealings With Third Parties12

Application of Proceeds13

Obligors Liable for Deficiency13

Certain References13

Notices13

Discharge13

Amendment14

Waivers, etc.14

No Merger14

Further Assurances14

Supplemental Security14

Successors and Assigns15

Headings, etc.15

Gender and Number15

Entire Agreement15

Severability15

Conflict15

Governing Law and Submission to Jurisdiction15

Acknowledgement and Waiver16

Counterparts and Electronic Delivery16

US Pledge and Security Agreement16

High Park Holdings Ltd., a corporation formed under the laws of British Columbia (the Borrower);

Each of the parties listed on the signature pages hereto under the heading GUARANTORS (each a Guarantor, collectively the Guarantors and, together with the Borrower, the Obligors); and

Bridging Finance Inc.

Bridging Finance Inc., as agent (in such capacity, the Agent) for and on behalf of any of the funds managed or co-managed by Bridging Finance Inc. (collectively, together with Bridging Finance Inc. in its capacity as a lender, the Lender) has agreed to make certain credit facilities available to the Borrower upon the terms and conditions contained in a credit agreement among the Borrower, the Guarantors, the Agent and the Lender dated as of this date (such credit agreement as it may at any time or from time to time, be amended, supplemented, restated or replaced, the Credit Agreement).

Pursuant to a guarantee dated the date hereof (such guarantee as it may at any time or from time to time be amended, supplemented, restated or replaced the Guarantee), each Guarantor has agreed with the Lender and the Agent to guarantee the payment and performance of all present and future debts, liabilities and obligations, direct or indirect, absolute or contingent, of the Borrower to the Lender and the Agent arising pursuant to, or in respect of, the Credit Agreement and the other Credit Documents (as defined in the Credit Agreement).

The Agent is to hold for its own benefit and is to act as agent under the Credit Agreement, inter alia, to hold as agent for the rateable benefit of the other Lender, any and all security for the payment and performance of the obligations of the Borrower and the Guarantors under the Credit Agreement, the Guarantee and the other Credit Documents (as defined in the Credit Agreement) to which it is a party.

The Obligors have agreed to execute and deliver this security agreement to and in favour of the Agent as security for the payment and performance of the their obligations to the Lender under the Credit Agreement, the Guarantee and other Credit Documents.

Statutory and Other References

Grant of Security

inventory of the Obligors including goods held for sale, lease or resale, goods provided or to be provided to third parties under contracts of lease, consignment or service, goods which are raw materials or work in process, goods used in or procured for packing and materials used or consumed in the businesses of the Obligors;

equipment, machinery, furniture, fixtures, vehicles and other tangible personal property of every kind and description of the Obligors and all licences and other rights and all records, files, charts, plans, drawings, specifications, manuals and documents relating thereto;

accounts due, owing or accruing due to the Obligors, including deposit accounts (whether chequing, savings or other similar account, and whether or not evidenced by a certificate of deposit, account agreement or other document) maintained for the benefit of the Obligors by a bank or other financial institution, and all other monetary obligations due, owing or accruing due to the Obligors;

money, documents of title, chattel paper, instruments, securities and all other financial assets of the Obligors including the property described in Schedule A;

securities accounts of the Obligors, including the securities accounts listed in Schedule B and all of the credit balances, security entitlements, other financial assets and items or property standing to the credit of the Obligors from time to time in such securities accounts;

intangibles of the Obligors including all security interests, goodwill, claims, choses in action, contracts and contractual rights, licences and benefits;

trademarks, trademark registrations and pending trademark applications, patents and pending patent applications, copyrights, proprietary and non-public business information, trade and business names, web names and worldwide web addresses and other intellectual property and industrial property of the Obligors (collectively, the Intellectual Property) including the Intellectual Property described in Schedule C;

authorizations, permits, approvals, grants, licenses, consents, rights, franchises, privileges, orders, decrees and similar entitlements issued or granted to the Obligors by law or by rule or regulation of any public body;

books, records, files, correspondence, invoices, documents, papers, computer programs, disks and other repositories of data recording or storage in any form or medium, evidencing or relating to the property described in Sections 1.2(a)-(h) inclusive;

substitutions and replacements of, and increases, additions and, where applicable, accessions to, the property described in Sections 1.2(a)-(i) inclusive; and

proceeds in any form derived directly or indirectly from any dealing with all or any part of the property described in Sections 1.2(a)-(j) inclusive or the proceeds of such proceeds.

Obligations Secured

The security interests, assignments, mortgages, charges, hypothecations and pledges granted hereby (collectively, the Security Interest) secure the payment and performance of all debts, liabilities and obligations (including interest that but for the filing of a petition in bankruptcy, would accrue on such debts, liabilities and obligations), present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by, or otherwise payable by, the Obligors to the Agent and the Lender, however or wherever incurred, and in any currency, and whether incurred by a Obligor alone or with another or others and whether as principal, guarantor or surety under, in connection with, or pursuant to, the Credit Agreement, the Guarantee and each of the other Credit Documents (collectively, and together with the expenses, costs and charges described in Section 1.3(b), the Obligations).

All reasonable, out of pocket expenses, costs and charges incurred by or on behalf of the Agent and the Lender in connection with this security agreement or the Collateral, including all reasonable and documented legal fees, court costs, receiver’s or agent’s remuneration and other costs incurred in taking possession or control of, repairing, protecting, insuring, preparing for disposition, selling, delivering or obtaining payment for the Collateral, as well as reasonable and out of pocket expenses, costs and charges incurred in any other lawful exercises of the powers conferred by the Credit Agreement and the other Credit Documents, are payable on demand and shall be added to, and form a part of, the Obligations.

Attachment, Perfection, Possession and Control

The Obligors and the Agent acknowledge that (i) value has been given, (ii) the Obligors have rights in the Collateral (other than after-acquired Collateral) or the power to transfer rights in the Collateral, and (iii) the parties have not agreed to postpone the time for attachment for the Security Interest.

The Obligors shall promptly notify the Agent of the acquisition by the Obligors of any material property which is not adequately described in this security agreement, and the Obligors shall execute and deliver, from time to time, at its own expense, amendments to this security agreement and its schedules or additional security agreements or schedules as may be required by the Agent in order to identify the property and preserve, protect and perfect the Security Interest in such property.

If the Obligors acquire Collateral consisting of chattel paper, instruments or negotiable documents of title (collectively, Negotiable Collateral), they shall promptly notify the Agent of such acquisition and shall, at the request of the Agent, (i) deliver the Negotiable Collateral to the Agent or as it may direct, (ii) endorse the same for transfer in blank or as the Agent may direct, (iii) cause any transfer to be registered wherever, in the opinion of the Agent, such registration may be necessary or desirable, and (iv) deliver to the Agent any and all consents or other documents which may be necessary or desirable to transfer the Negotiable Collateral.  The Obligors represent and warrant that as of the date of this security agreement, the only Negotiable Collateral they hold is listed and described in Part 1 of Schedule A.

If the Obligors now have or hereafter acquire Collateral consisting of certificated securities (collectively, Pledged Certificated Securities), they shall promptly notify the Agent of such acquisition and, upon request by the Agent, shall deliver to the Agent any and all certificates representing such Collateral  and other materials (including effective endorsements) as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Pledged Certificated Securities in the manner provided under Section 23 of the STA.  Without limiting the generality of the foregoing, the Obligors shall, at the request of the Agent, cause the Pledged Certificated Securities to be registered in the name of the Agent or as it may direct.  The Obligors represent and warrant that as of the date of this security agreement, all of the certificated securities held by the Obligors are listed and described (with reference to the issuer, the certificate number and the number and class of securities) in Part 2 of Schedule A.

If the Obligors now have or hereafter acquire Collateral consisting of uncertificated securities (collectively, Pledged Uncertificated Securities), they shall promptly notify the Agent of such acquisition and, upon request by the Agent, shall deliver to the Agent any and all such documents, agreements (including control agreements, using commercially reasonable efforts) and other materials (including effective endorsements) as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Pledged Uncertificated Securities in the manner provided under Section 24 of the STA.  Without limiting the generality of the foregoing, the Obligors shall, at the

request of the Agent, cause the Pledged Uncertificated Securities to be registered in the name of the Agent or as it may direct.  The Obligors represent and warrant that as of the date of this security agreement, all of the uncertificated securities held by the Obligors are described (by reference to the issuer and the number and class of securities) in Part 3 of Schedule A.

If the Obligors now have or hereafter acquire Collateral consisting of one or more securities accounts (collectively, the Pledged Securities Accounts), they shall promptly notify the Agent and, upon request by the Agent, shall deliver to the Agent any and all such documents, agreements (including control agreements, using commercially reasonable efforts) and other materials as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Pledged Securities Accounts and the security entitlements credited to those accounts in the manner provided under Section 25 of the STA and in Section 1(2)(e) of the PPSA.  Without limiting the generality of the foregoing, the Obligors shall, at the request of the Agent, cause the Agent to be noted as the entitlement holder of the Pledged Securities Accounts.  The Obligors represent and warrant that as of the date of this security agreement, all Pledged Securities Accounts of the Obligors are described (by reference to the account number and securities intermediary) in Schedule B.

If the Obligors now have or hereafter acquire Collateral consisting of an interest in a partnership, limited partnership or limited liability company, they shall take all steps necessary, in the opinion of the Agent, to ensure that such property is and remains a security (either certificated or uncertificated) for the purposes of the STA.  The Obligors represent and warrant that as of the date of this security agreement, any interest they hold in a partnership, limited partnership or limited liability company is described (by reference to the issuer and the nature and extent of the interest) in Part 4 of Schedule A.

The Obligors shall not cause or permit any Person other than the Agent, for and on behalf of the Lender, to have a security interest in any Collateral consisting of investment property, other than a security interest in favour of a securities intermediary for customary fees and expenses which has been subordinated to the Security Interest pursuant to documentation in form and substance satisfactory to the Agent.  The Obligors shall not grant control over any investment property or other financial assets constituting part of the Collateral to any Person other than the Agent.

Special Provisions Relating to Pledged Investment Property

Until the Security Interest has become enforceable, the Obligors may exercise all voting, consensual and other powers of ownership pertaining to Collateral which is investment property (the Pledged Investment Property) for all purposes not inconsistent with the terms of this security agreement, the Credit Agreement or any of the other Credit Documents and the Obligors agree that they shall not vote the Pledged Investment Property in any manner that is inconsistent with such terms.  Upon the Security Interest becoming enforceable, all rights of the Obligors to vote, make entitlement orders or give instructions, consents, notices or waivers shall cease and all such rights shall become, at the option of the Agent, vested solely and absolutely in the Agent.

Subject to the restrictions, if any, set out in the Credit Agreement, until the Security Interest has become enforceable, the Obligors may receive and retain any dividends or distributions on the Pledged Investment Property (whether paid or distributed in cash, securities or other property). Upon the Security Interest becoming enforceable, all rights of the Obligors to receive dividends or other distributions shall cease and all such rights shall be vested solely and absolutely in the Agent.

Any dividends or distributions received by the Obligors contrary to Section 1.5(b) or any other moneys or property received by the Obligors after the Security Interest has become enforceable shall be received as trustee for the Agent and shall be immediately paid over to the Agent.

Scope of Security Interest

To the extent that an assignment of amounts payable and other proceeds arising under, or the grant of a security interest in, any agreement, licence, permit or quota of the Obligors would result in the termination of such agreement, licence, permit or quota (each, a Restricted Asset), the Security Interest with respect to such Restricted Asset will constitute a trust created in favour of the Agent pursuant to which the Obligors hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Agent and the other Lender on the following basis:

until the Security Interest has become enforceable and subject to the Credit Agreement, the Obligors may receive all such proceeds; and

upon the Security Interest becoming enforceable, (A) all rights of the Obligors to receive proceeds shall cease and all proceeds shall be immediately paid over to the Agent, and (B) the Obligors shall take all actions requested by the Agent to collect and enforce payment and other rights arising under the Restricted Asset.

The Security Interest with respect to Collateral consisting of trademarks shall constitute a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Agent, but shall not constitute an assignment or mortgage of such Collateral to the Agent or any other Lender.  Until the Security Interest has become enforceable, the grant of the Security Interest in the Intellectual Property will not affect in any way the Obligors’ rights to commercially exploit it or defend or enforce the Obligors’ rights in it or with respect to it.

The Security Interest shall not extend to consumer goods.

The Security Interest shall not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease, now held or hereafter acquired by the Obligors in respect of real property, but the Obligors shall stand possessed of any such last day upon trust to assign and dispose of it as the Agent may direct.

Care and Custody of Collateral

The Agent and the Lender shall have no obligation to keep Collateral in their possession identifiable.

The Agent and the Lender shall exercise in the physical keeping of any Negotiable Collateral or Pledged Certificated Securities, only the same degree of care as they would exercise in respect of their own such property kept at the same place.

The Agent is not required to see to the collection of dividends, distributions or interest payable on, or exercise any option or right in connection with, the Collateral.  In addition, it shall have no obligation to protect or preserve the Collateral from depreciating in value or becoming worthless and is hereby released from all responsibility for any loss or diminution of value of the Collateral.

If any Event of Default shall have occurred and be continuing and the Security Interest has become enforceable, the Agent may (i) notify any Person obligated on an account, chattel paper or instrument to make payments to the Agent whether or not the Obligors were previously making collections on such accounts, chattel paper or instruments, and (ii) assume control of any proceeds arising from the Collateral.

Absence of Fiduciary Relationship

ULC Shares

Amalgamation

Enforcement

Remedies

entering onto any premises where Collateral consisting of tangible personal property may be located;

entering into possession of the Collateral by any method permitted by law;

selling, granting an option to purchase or leasing all or any part of the Collateral;

holding, storing, keeping idle or operating all or any part of the Collateral;

collecting any proceeds arising in respect of the Collateral;

collecting, realizing, selling, or otherwise dealing with, the accounts;

exercising and enforcing all rights and remedies of a holder of the Collateral as if the Agent were the absolute owner thereof (including, if necessary, causing the Collateral to be registered in the name of the Agent or its nominee);

issuing any instructions or entitlement orders to an issuer or securities intermediary;

instructing a financial institution to transfer funds held by it to an account maintained with or by the Agent or any other Lender;

appointing a receiver (which term as used in this security agreement includes an interim receiver and a receiver and manager) or agent of all or any part of the Collateral and removing or replacing from time to time any receiver or agent;

instituting proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral;

instituting proceedings in any court of competent jurisdiction for sale or foreclosure of all or any part of the Collateral;

filing proofs of claim and other documents to establish claims to the Collateral in any proceeding relating to the Obligors; and

exercising any other remedy or commencing any other proceeding authorized or permitted under the PPSA or otherwise by law or equity.

Additional Rights

require the Obligors, at the Obligors’ expense, to assemble the Collateral at a place or places designated by the Agent and the Obligors agree to so assemble the Collateral;

require the Obligors to disclose to the Agent the location or locations of the Collateral and the Obligors agree to make such disclosure in writing when so requested;

repair, process, modify, complete or otherwise deal with the Collateral and prepare the Collateral for disposition, whether on the premises of the Obligors or otherwise;

carry on all or any part of the businesses of the Obligors and, to the exclusion of all others including the Obligors, enter upon, occupy and use all or any of the premises, buildings and other property of, or used or occupied by, the Obligors, free of charge, and the Agent and the Lender shall not be liable to the Obligors for any act or omission in so doing or for any rent, charges, depreciation or damages incurred in connection with, or resulting from, such action;

borrow for the purpose of carrying on any of the businesses of the Obligors or for the maintenance, preservation or protection of the Collateral and grant security interests in the Collateral, whether or not in priority to the Security Interest, to secure repayment;

redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of any prior mortgagee, chargee or lienholder;

pay any liability secured by a lien against any of the Collateral;

commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral;

compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any Person to the Obligors; and

at any public or private sale, bid for and purchase any or all of the Collateral offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Obligors or any other Person with respect to such holding, retention or disposition, except as required by law.

Concerning a Receiver

Any receiver appointed by the Agent shall be vested with all rights of the Agent and all of the remedies which could have been exercised by the Agent in respect of the Obligors or the Collateral and such other powers and discretions as are granted in the instrument of appointment and any supplemental instruments.  The choice of receiver and its remuneration shall be within the sole discretion of the Agent.

Any receiver appointed by the Agent shall act as agent for the Agent for the purposes of taking possession of the Collateral, but otherwise and for all other purposes (except as provided below), as agent for the Obligors.  The receiver may sell, lease, or otherwise dispose of Collateral as agent for the Obligors or as agent for the Agent as the Agent may determine in its sole discretion.  The Obligors agree to ratify and confirm all actions of the receiver acting as agent for the Obligors, and to release and indemnify the receiver in respect of all such actions.

The Agent, in appointing or refraining from appointing any receiver, shall not incur any liability to the receiver, the Obligors or any other Person and shall not be responsible for any misconduct or negligence of such Person.

Exercise of Remedies

Dealing with Security, etc.

The Agent and the Lender are not obligated to exhaust their recourse against the Obligors or any other Person or against any other security they may hold in respect of the Obligations before realizing upon or otherwise dealing with the Collateral.

The Agent and the Lender may grant extensions or other indulgences, take and give up security, accept compositions, grant releases and discharges and otherwise deal with the Obligors and with guarantors, sureties or security as they may see fit without prejudice to the Obligations, the liabilities of the Obligors or any other Person or the rights of the Agent and the Lender in respect of the Collateral.

Dealing with Collateral

The Agent and the Lender are not (i) liable or accountable for any failure to collect, realize or obtain payment in respect of the Collateral, (ii) bound to institute proceedings for the purpose of collecting, enforcing, realizing or obtaining payment of the Collateral or for the purpose of preserving any rights of any Persons in respect of the Collateral, or (iii) responsible for any loss occasioned by any sale or other dealing with the Collateral or by the retention of, or failure to sell or otherwise deal with, the Collateral.

The Obligors acknowledge and agree that it is commercially reasonable for the Agent to, and the Agent may, in its sole discretion, (i) incur expenses to prepare the Collateral for disposition, (ii) exercise collection remedies directly or through the use of collection agencies, (iii) dispose of Collateral by way of public auction, public tender or private contract, with or without advertising and without any other formality, (iv) dispose of Collateral to a Lender or to a customer or client of a Lender, (v) contact other Persons, whether or not in the same business as the Obligors, for expressions of interest in acquiring all or any portion of the Collateral, (vi) hire one or more professional auctioneers to assist in the disposition of the Collateral, whether or not the Collateral is of a specialized nature, (vii) establish an upset or reserve bid or price in respect of the Collateral, and (viii) establish such terms as to credit or otherwise as the Agent may determine advantageous.

The Obligors acknowledge that the Agent may be unable to complete a public sale of Collateral by reason of certain prohibitions contained in applicable securities laws.  In connection therewith, it may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account for investment and not with a view to the distribution or resale thereof.  Any such private sale may result in prices and other terms less favourable to the seller than if such sale were a public sale and, notwithstanding such circumstances, the Obligors agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner by reason of it being a private sale.  The Agent is under no obligation to delay a sale of any or all of the Collateral for the period of time necessary to permit the issuer thereof to register such Collateral for public sale under applicable securities law or otherwise, even if the issuer agrees to do so.

Appointment of Attorney

Dealings With Third Parties

No Person dealing with the Agent, any of the Lender or an agent or receiver is required to determine (i) whether the Security Interest has become enforceable, (ii) whether the powers which the Agent, a Lender or a receiver or agent is purporting to exercise have become exercisable, (iii) whether any money remains due to the Agent or the Lender by the Obligors, (iv) the necessity or expediency of the stipulations and conditions subject to which any sale, lease or other disposition is made, (v) the propriety or regularity of any sale or other dealing by the Agent, any Lender or any agent or receiver with the Collateral, or (vi) how any money paid to the Agent or Lender has been applied.

Any purchaser of Collateral shall hold the Collateral absolutely and free from any claim or right of any kind whatsoever, including any equity of redemption, of the Obligors.  The Obligors waive (to the fullest extent permitted by law) as against any such purchaser, all rights of redemption, stay or appraisal which the Obligors may have under any rule of law or statute now existing or hereafter adopted.

Application of Proceeds

Obligors Liable for Deficiency

Certain References

Capitalized terms used in this security agreement and not otherwise defined have the respective meanings given to them in the Credit Agreement.

Any reference to this security agreement, the Credit Agreement, the Guarantee or any other Credit Document refers to this security agreement, the Credit Agreement or such other Credit Document as it may have been or may from time to time be, amended, modified, extended, renewed, restated, replaced or supplemented.

Notices

Discharge

Amendment

Waivers, etc.

No consent or waiver by the Agent in connection with this security agreement is binding unless made in writing and signed by an authorized officer of the Agent.  Any consent or waiver given under this security agreement is effective only in the specific instance and for the specific purpose for which it was given.

A failure or delay on the part of the Agent or a Lender in exercising a right or remedy under this security agreement does not operate as a waiver of, or impair, any rights or remedies of the Agent or the Lender however arising.  A single or partial exercise of a right or remedy on the part of the Agent or a Lender does not preclude any other or further exercise of that right or remedy or the exercise of any other rights or remedies by the Agent or the Lender.

Any delay or omission by the Lender in requiring strict performance by the Obligors of any provision of this security agreement will not waive, affect or diminish the Agent’s right thereafter to demand strict compliance and performance therewith.

No Merger

Further Assurances

Supplemental Security

Successors and Assigns

Headings, etc.

Gender and Number

Entire Agreement

Severability

Conflict

Governing Law and Submission to Jurisdiction

Acknowledgement and Waiver

acknowledge receiving a copy of this security agreement; and

to the fullest extent permitted by law, waive all rights to receive from the Agent or any other Lender a copy of any financing statement, financing change statement or verification statement filed or issued, as the case may be, at any time in respect of this security agreement or any amendments to it.

Counterparts and Electronic Delivery

US Pledge and Security Agreement