Exhibit 10.21

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT

This Intellectual Property Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of May 3, 2019, by and between ROCK CLIFF CAPITAL, LLC (the “Lender”), and HERBAL BRANDS, INC., a Delaware corporation (“Grantor”).

RECITALS

A. Grantor has entered into that certain Loan and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), with Lender , pursuant to which the Lender will make extensions of credit to Grantor;

B. As a condition to the Loan Agreement, Grantor is required to enter into this Agreement to further evidence the grant to Lender of the security interest in its Trademarks to secure the Obligations.

AGREEMENT

NOW, THEREFORE, Grantor agrees as follows:

To secure the Obligations, Grantor grants and pledges to Lender a security interest in all of Grantor’s Intellectual Property consisting of Trademarks (including without limitation those Trademarks listed on Exhibit A hereto), and all goodwill connected with the use thereof and symbolized thereby.

This security interest is granted in conjunction with the security interest granted to Lender under the Loan Agreement. The rights and remedies of Lender with respect to the security interest are as set forth in the Loan Agreement or as are now or hereafter available to the Lender as a matter of law or equity, shall be cumulative and concurrent.

Grantor represents and warrants that Exhibit A attached hereto set forth any and all Trademarks necessary for the conduct of its business in connection with which such Grantor has registered or filed an application with the United States Patent and Trademark Office.

All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Loan Agreement.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed effective as of the date set forth above.

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Exhibit A – TRADEMARKS