Execution Version

CANSORTIUM INC.

AND -

THE HAWTHORNE COLLECTIVE, INC.

EXCHANGE AND PROTECTION AGREEMENT

December 18, 2024

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS... 2
1.1 Definitions... 2

ARTICLE 2 ACQUISITION OF THE NOTES... 7
2.1 Acquisition of the Notes... 7

ARTICLE 3 CONDUCT OF BUSINESS OF THE COMPANY... 8
3.1 Conduct... 8
3.2 Restrictions... 8
3.3 Obligations... 10
3.4 Notices... 11
3.5 Audit... 11
3.6 Government Filings... 11

ARTICLE 4 RESTRICTION ON EXCHANGE... 12
4.1 Restriction on Exchange... 12

ARTICLE 5 REPRESENTATIONS AND WARRANTIES... 12
5.1 Company Representations and Warranties... 12
5.2 Hawthorne Representations and Warranties... 13

ARTICLE 6 SECURITY LAWS MATTERS... 14
6.1 Securities Law Matters... 14

ARTICLE 7 CONFIDENTIALITY... 15
7.1 Confidentiality... 15

ARTICLE 8 MISCELLANEOUS... 17
8.1 Successors and Assigns... 17
8.2 Governing Law... 18
8.3 Termination... 18
8.4 Survival... 18
8.5 Counterparts... 19
8.6 Titles and Subtitles... 19
8.7 Notices... 19
8.8 Amendments and Waivers... 20
8.9 Further Assurances... 20
8.10 No Third-Party Beneficiaries... 20
8.11 Publicity... 20
8.12 Severability... 20
8.13 Entire Agreement... 21

TABLE OF CONTENTS
(continued)

Page

8.14 Injunctive Relief... 21
8.15 Costs and Expenses... 21
8.16 Construction... 21
8.17 Acknowledgement... 22
8.18 Control of the Business... 22
8.19 Delays or Omissions... 22

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EXCHANGE AND PROTECTION AGREEMENT

THIS AGREEMENT is effective as of 11:59 (ET) on the 18th day of December, 2024.

BETWEEN:

CANSORTIUM INC., a corporation incorporated under the laws of the Province of Ontario (the “Company”)

and -

THE HAWTHORNE COLLECTIVE, INC., a corporation existing under the laws of the State of Ohio (“Hawthorne”)

(collectively, the “Parties” or individually, a “Party”)

WHEREAS in connection with a statutory arrangement of RIV Capital Inc. (“RIV”) under the Business Corporations Act (Ontario) (the “Arrangement”) in a transaction intended to qualify as a “reorganization” within the meaning of section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, the Company wishes to acquire from Hawthorne the Notes (as defined herein) in exchange for the issuance of non-voting exchangeable shares in the capital of the Company (“Exchangeable Shares”) to Hawthorne;

AND WHEREAS the Exchangeable Shares are non-voting, non-participating shares in the capital of the Company that are exchangeable, on a one-for-one basis, for common shares of the Company (the “Common Shares”), subject to certain terms and conditions set out in the articles of the Company (as they may be amended or supplemented from time to time);

AND WHEREAS Hawthorne is seeking assurances from the Company that it will preserve the value of the Exchangeable Shares during the period from the date hereof until all of the Exchangeable Shares that are received by Hawthorne are, at the sole discretion of Hawthorne, converted into Common Shares (the “Interim Period”);

NOW THEREFORE in consideration of the foregoing premises, which are an integral part thereof, and in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement:

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided, however, that the Company and its Subsidiaries shall be deemed not to be Affiliates of Hawthorne or any of its Affiliates. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise;

“Arrangement” has the meaning ascribed thereto in the preamble to this Agreement;

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Body having jurisdiction over the Person;

“Beneficial Ownership” means, with respect to a Person, as at any time, the aggregate interest of such Person and its Affiliates calculated as a percentage, (a) the numerator of which shall be the number of Common Shares beneficially owned or controlled by such Person and its Affiliates at the relevant date (including any Common Shares underlying any Exchangeable Shares and Proportionate Voting Shares beneficially owned or controlled by such Person and its Affiliates), and (b) the denominator of which shall be the sum of the number of Common Shares issued and outstanding as at such relevant date plus the number of Common Shares underlying any Exchangeable Shares and Proportionate Voting Shares beneficially owned or controlled by such Person and its Affiliates at the relevant date;

“Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banking institutions in the Province of Ontario or the State of Ohio are required or authorized by Law to be closed;

“Canadian Securities Laws” means the applicable securities legislation of each of the provinces and territories of Canada and all regulations, published policy statements, orders, rules, instruments, rulings and published interpretation notes issued thereunder or in relation thereto;

“Cannabis” means (i) all living or dead material, plants, seeds, plant parts or plant cells from any cannabis species or subspecies, including wet and dry material, trichomes, oil and extracts from cannabis (including cannabinoid or terpene extracts from any cannabis plant), and (ii) biologically or synthetically synthesized analogs of cannabinoids extracted, using micro-organisms, from any cannabis plant;

“Common Shares” has the meaning ascribed thereto in the preamble to this Agreement;

"Company" has the meaning ascribed thereto in the preamble to this Agreement;

"Company Board" means the board of directors of the Company as constituted from time to time;

"Confidential Information" means, subject to Section 7.1.4, any and all information, in any form or medium, written or oral, whether concerning or relating to the Company, its Subsidiaries, investees, or its and their respective officers and employees (whether prepared by or on behalf of the Company or otherwise, and irrespective of the form or means of communication) that is furnished to Hawthorne or its Representatives by or on behalf of the Company at any time, whether before, upon or after the execution of this Agreement, including all oral and written information relating to financial statements, projections, evaluations, plans, strategy, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, research and development, trade secrets, know-how, patent applications that have not been published, technology and intellectual property of the Company and its Subsidiaries or Investees. "Confidential Information" shall be deemed to include the portion of all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by the Investor and its Representatives that contain, reflect or are based upon, in whole or part, the information furnished to or on behalf of the Company;

"Contract" means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership, note, instrument, or other right or obligation (whether written or oral) to which a Party, or any of its Subsidiaries, is a party or by which a Party, or any of its Subsidiaries, is bound or affected or to which any of their respective properties or assets is subject;

"Control Person" has the meaning ascribed to "control block holder" in Policy 1 – Interpretation and General Provisions of the CSE;

"Control Person Approval" has the meaning ascribed thereto in Section 4.1.2;

"CSA" means the Controlled Substances Act (21 U.S.C. § 801, et seq.);

"CSE" means the Canadian Securities Exchange;

"Debt" means any (i) obligations relating to indebtedness for borrowed money; (ii) obligations evidenced by bonds, notes, debentures or similar instruments; (iii) obligations in respect of capitalized leases (calculated in accordance with IFRS); (iv) obligations for the deferred purchase price of property or services; (v) obligations in the nature of guarantees of obligations of the type described in clauses (i) through (iv) above of any other Person; and (vi) all accrued interest in respect of any of the foregoing and any applicable prepayment, redemption, breakage, make-whole or other premiums, fees or penalties;

"EBITDA" means, in respect of any fiscal period, the consolidated net income (loss) of the Company in such fiscal period plus without duplication and to the extent deducted in determining consolidated net income (loss) for such period, the sum of (i) interest expense for such period, (ii) income tax expense for such period, and (iii) all amounts attributable to depreciation and amortization expense for such period, all elements as determined in accordance with IFRS;

"Equity Securities" means (a) the Common Shares and any other securities of the Company that carry a residual right to participate in the earnings of the Company and, on liquidation or winding up of the Company, in its assets, (b) the Exchangeable Shares, the Proportionate Voting Shares and other securities, including debt, which are exercisable for, convertible into or exchangeable for Common Shares and other securities referred to in (a), and (c) any other shares of any class or series of shares of the Company;

"Exchangeable Shares" has the meaning ascribed thereto in the preamble to this Agreement;

"Governmental Body" means any multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or regulatory body (including the CSE or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;

"Hawthorne" has the meaning ascribed thereto in the preamble to this Agreement;

"IFRS" means International Financial Reporting Standards as incorporated in the Chartered Professional Accounts of Canada Handbook, at the relevant time applied on a consistent basis;

"Interim Period" has the meaning ascribed thereto in the preamble to this Agreement;

"Laws" means all laws, statutes, codes, ordinances (including zoning), decrees, rules, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or other requirements of any Governmental Body having the force of law and any legal requirements arising under the common law or principles of law or equity and the term "applicable" with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Body having jurisdiction over such person or its business, undertaking, property or securities;

"Material Adverse Effect" means any result, fact, change, effect, event, circumstance, occurrence or development that, taken together with all other results, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably be expected to have a material and adverse effect on the business, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, provided, however, that any result, fact, change, effect, event, circumstance, occurrence or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a Material Adverse Effect:

(a) changes, developments or conditions in or relating to general political, economic or financial or capital market conditions in Canada, the United States or globally;

(b) any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Body;

(d) any changes in financial or securities markets in general;

(e) any outbreak or escalation of hostilities or war or acts of terrorism or any natural disaster or general outbreaks of illness (including COVID-19);

(f) any generally applicable changes in IFRS;

provided, however, that each of clauses (a) through (f) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein disproportionately adversely affect the Company and its Subsidiaries taken as a whole in comparison to other persons who operate in the Cannabis industry and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred;

“Notes” means (i) the Convertible Promissory Note dated as of August 24, 2021, issued by RIV to Hawthorne in the principal amount of C$188,475,000, and (ii) a Convertible Promissory Note dated as of April 22, 2022, issued by RIV to Hawthorne in the principal amount of C$31,272,501.15;

“Ordinary Course of Business” means the ordinary course of the normal day-to-day business and operations consistent with past custom and practice (including with respect to amount and frequency);

“Organizational Documents” means (i) any certificate or articles of incorporation, bylaws, certificate or articles of formation, partnership agreement or other constating documents, and (ii) any documents comparable to those described in clause (i) as may be applicable pursuant to any Law, in each case, as they may be amended from time to time;

“Parties” or “Party” has the meaning ascribed thereto in the preamble to this Agreement;

“Person” includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Body or other entity, whether or not having legal status;

“Proportionate Voting Shares” means the proportionate voting shares in the capital of the Company;

“Regulatory Approval” means sanctions, rulings, consents, orders, exemptions, permits, waivers, early termination authorizations, clearances, written confirmations of no intention to initiate legal proceedings and other formal or informal approvals (including, without limitation, written confirmations issued by a Governmental Body, and the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Bodies;

“Representatives” means, in respect of any Person, the directors, officers, general and current or prospective limited partners, managers, members, employees, advisors, agents, insurers (including brokers and re-insurers), equity holders, actual or potential sources of debt or equity financing and other representatives (including lawyers, accountants, consultants and financial advisors) of such Person;

“RIV” has the meaning ascribed thereto in the preamble to this Agreement;

“RIV Common Shares” has the meaning ascribed thereto in Section 2.1.2;

“Securities Laws” means the Canadian Securities Laws and the U.S. Securities Laws;

“Subsidiary” means, with respect to a specified entity, any:

(a) corporation of which issued and outstanding voting securities of such corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) are owned by such specified entity and the votes attached to those voting securities are sufficient, if exercised, to elect a majority of the directors of such corporation;

(b) partnership, unlimited liability company, limited liability company, joint venture or other similar entity in which such specified entity has more than 50% of the equity interests or the power to direct the policies, management and affairs thereof; and

“Tax” or “Taxes” means any and all taxes, dues, duties, rates, imposts, fees, levies, other assessments, tariffs, charges or obligations of the same or similar nature, however denominated, imposed, assessed or collected by any Governmental Body, including all income taxes, any tax on or based on net income, gross income, income as specifically defined, earnings, gross receipts, capital gains, profits, business royalty or selected items of income, earnings or profits, and specifically including any federal, provincial, state, territorial, county, municipal, local or foreign taxes, state profit share taxes, windfall or excess profit taxes, capital taxes, royalty taxes, production taxes, payroll taxes, health taxes, employment taxes, withholding taxes (including all withholdings on amounts paid to or by the relevant person), sales taxes, use taxes, goods and services taxes, custom duties, value added taxes, ad valorem taxes, excise taxes, alternative or add-on minimum taxes, franchise taxes, gross receipts taxes, licence taxes, occupation taxes, real and personal property taxes, stamp taxes, anti-dumping taxes, countervailing taxes, occupation taxes,

environment taxes, transfer taxes, and employment or unemployment insurance premiums, social insurance premiums and worker's compensation premiums and pension (including Canada Pension Plan) payments, and other taxes, fees, imposts, assessments or charges of any kind whatsoever together with any interest, penalties, additional taxes, fines and other charges and additions that may become payable in respect thereof including any interest in respect of such interest, penalties and additional taxes, fines and other charges and additions, whether disputed or not;

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

“U.S. Federal Cannabis Laws” means any U.S. federal Law, civil, criminal or otherwise, that prohibit or penalize, the advertising, cultivation, harvesting, production, distribution, sale and possession of Cannabis and/or related substances or products containing or relating to the same, and related activities, including the prohibition on drug trafficking under the CSA, the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957 and 1960; and

“U.S. Securities Laws” means the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934.

ARTICLE 2

ACQUISITION OF THE NOTES

2.1 Acquisition of the Notes

2.1.1 Hawthorne hereby sells, assigns and transfers the Notes to the Company, and the Company hereby purchases Hawthorne’s entire right, title and interest in and to the Notes on the terms and conditions contained in this Agreement.

2.1.2 The purchase price for the entire right, title and interest in and to the Notes shall be satisfied by the issuance by the Company to Hawthorne of such number of Exchangeable Shares as is equal to the number of Common Shares which Hawthorne would have been entitled to receive as a result of the Arrangement if, as of the date hereof, Hawthorne had converted the Notes and had been the registered holder of the number of Class A common shares in the capital of RIV (“RIV Common Shares”) to which Hawthorne would have been entitled upon such conversion.

2.1.3 Hawthorne shall execute and deliver to the Company all such documents, certificates and instruments and do all such other acts and things as the Company may consider necessary or desirable, acting reasonably, to effectively transfer the entire beneficial right, beneficial title and beneficial interest in and to the Notes to the Company and to deliver possession thereof to the Company; and the Company shall issue to Hawthorne the Exchangeable Shares and record Hawthorne as the holder of the Exchangeable Shares in the books and records of the Company.

2.1.4 This Agreement shall operate as an actual conveyance, transfer, assignment and setting over of all the right, title and interest of Hawthorne in and to the Notes to the Company as of the date hereof.

2.1.5 For the avoidance of doubt, in no event shall (i) the Notes be deemed converted into RIV Common Shares prior to or in connection with the acquisition of the Notes, or (ii) Hawthorne be treated as having acquired or held RIV Common Shares for any purpose at any time (including for U.S. federal income tax purposes).

2.1.6 Hawthorne hereby waives any and all rights with respect to the Notes and releases and discharges RIV from any and all claims, whether now known or unknown, Hawthorne may now have, or may have in the future, arising out of, or related to, the Notes, including any claims arising from any existing or past defaults under the Notes, or any claims that Hawthorne is entitled to receive additional, special or default interest with respect to the Notes. Hawthorne agrees that it shall not take any steps to enforce any of its rights with respect to the Notes other than its right to receive the Exchangeable Shares pursuant to this Agreement. Hawthorne hereby acknowledges and agrees that, with respect to this Section, the Company is contracting on its own behalf and as agent for RIV. In this regard, the Company will act as trustee for RIV of the covenants of RIV under this Section with respect to RIV and accepts these trusts and will hold and enforce those covenants on behalf of RIV.

ARTICLE 3

CONDUCT OF BUSINESS OF THE COMPANY

3.1 Conduct

The Company covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of Hawthorne, such consent not to be unreasonably withheld, conditioned or delayed; (ii) as expressly required or permitted by this Agreement; or (iii) as required by applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course of Business and in accordance with their respective Organizational Documents and all applicable Laws, the violation or default of which would have a Material Adverse Effect on the Company, provided that the foregoing shall not apply to compliance with the CSA, as it applies to marijuana (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. Federal Cannabis Laws, the violation of which is predicated upon a violation of the CSA as it applies to marijuana.

3.2 Restrictions

Without limiting the generality of Section 3.1, the Company covenants and agrees that, during the Interim Period, except: (i) with the prior consent of Hawthorne, such consent not to be unreasonably withheld, conditioned or delayed; (ii) as expressly required or permitted by this Agreement; or (iii) as required by applicable Laws, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

(a) amend its Organizational Documents;

(b) declare, set aside or pay any dividend or other distribution of any kind or nature (whether in cash, stock or property or any combination thereof) in respect of any securities, other than dividends or other distributions between the Company and wholly-owned Subsidiaries;

(c) redeem, repurchase, or otherwise acquire, or offer to redeem, repurchase or otherwise acquire, any securities of the Company;

(d) amend the terms of the Exchangeable Shares;

(e) amend the terms of any other securities of the Company or any Subsidiary in a way that would disproportionately and adversely impact Hawthorne in its capacity as holder of the Exchangeable Shares, as determined by the Company Board acting in good faith;

(f) reorganize, amalgamate or merge the Company or any Subsidiary with a third-party;

(g) undertake any voluntary dissolution, liquidation or winding-up of the Company or any Subsidiary or any other distribution of assets of the Company or any Subsidiary for the purpose of winding-up its affairs;

(h) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of its Subsidiaries;

(i) incur Debt other than Debt that in aggregate does not exceed $100,000,000;

(j) enter into any Contract containing any provision restricting, impeding or preventing Hawthorne from converting the Exchangeable Shares into Common Shares;

(k) knowingly take any action or fail to take any action which action or failure to act would result in the loss, expiration or surrender of, or the loss of any material benefit under, or could reasonably be expected to cause any Governmental Body to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted, or fail to prosecute any pending applications to any Governmental Bodies for material Authorizations;

(l) take any action, or refrain from taking any action, or permitting any action to be taken or not taken, which could reasonably be expected to prevent, materially delay or otherwise impede the ability for Hawthorne to convert the Exchangeable Shares into Common Shares; or

(m) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

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3.3 Obligations

Without limiting the generality of Section 3.1, the Company covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of Hawthorne, such consent not to be unreasonably withheld, conditioned or delayed; (ii) as expressly required or permitted by this Agreement; or (iii) as required by applicable Law, the Company shall, and shall cause its Subsidiaries to, directly or indirectly:

(a) do or cause to be done all things necessary to preserve and maintain the existence of the Company and its Subsidiaries;

(b) take all actions necessary or desirable to maintain the Company’s and its Subsidiaries’ good standing and qualification to conduct business in its jurisdiction of formation and in any other jurisdiction in which it is so qualified, including but not limited to filing all applicable annual reports, paying all applicable franchise or similar Taxes, and maintaining all applicable franchises, permits and qualifications;

(c) prepare and file when due all Tax Returns required to be filed by the Company and its Subsidiaries (except for any Tax Return for which an extension has been granted, in which case, such Tax Return shall be filed on or prior to the extended deadline), and pay, or cause to be paid, all Taxes (including estimated Taxes) due on such Tax Return (or due with respect to Tax Returns for which an extension has been granted) or which are otherwise required to be paid;

(d) take all reasonable steps and actions that are within its power and control to obtain and maintain all material third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required in order to permit Hawthorne to convert the Exchangeable Shares into Common Shares;

(e) oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the ability for Hawthorne to convert the Exchangeable Shares into Common Shares, provided that Hawthorne shall fully reimburse the Company for all expenses and costs related to such actions taken, and to the extent any such expenses are anticipated to be greater than $100,000, Hawthorne shall advance such funds to the Company prior to the Company taking any required action;

(f) defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the ability for Hawthorne to convert the Exchangeable Shares into Common Shares, provided that Hawthorne shall fully reimburse the Company for all expenses and costs related to such actions taken, and to the extent any such expenses are anticipated to be greater than $100,000, Hawthorne shall advance such funds to the Company prior to the Company taking any required action; and

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(g) maintain, or cause to be maintained, public liability and casualty insurance, all in such form, coverages and amounts as are consistent with the Company’s past practice.

3.4 Notices

The Company covenants and agrees that during the Interim Period it shall:

(a) provide Hawthorne, within forty-five (45) days after the end of each interim financial period and one hundred and twenty (120) days after the end of each fiscal year, with a reporting package consisting of: (i) a cash flow statement and a balance sheet; and (ii) adjusted EBITDA of the Company and its Subsidiaries on a consolidated basis calculated in accordance with the Company’s past practice;

(b) immediately notify Hawthorne of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Company under this Agreement;

(c) promptly notify Hawthorne of any notice or other communication from any Person during the Interim Period alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required for Hawthorne to convert the Exchangeable Shares into Common Shares; and

(d) promptly notify Hawthorne of any notice or other communication from any Governmental Body during the Interim Period regarding the revocation or threatened revocation of any material Authorization or Regulatory Approval, which revocation will or would, in the case of a threatened revocation, have a Material Adverse Effect.

3.5 Audit

During the Interim Period, in order to ensure compliance with the terms of this Agreement and the transactions contemplated hereby, the Company shall permit, and cause each of its Subsidiaries to permit, Hawthorne and its Representatives to enter upon, inspect and audit each of their respective properties, assets, books and records from time to time, at reasonable times during normal business hours and upon reasonable notice; provided that any such inspection shall be at the sole expense of Hawthorne.

3.6 Government Filings

As soon as reasonably practicable after a request from Hawthorne, the Company shall use commercially reasonable efforts to (i) obtain all required Authorizations and (ii) maintain the Authorizations, in each case, so as to enable Hawthorne to convert the Exchangeable Shares into Common Shares.

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ARTICLE 4

RESTRICTION ON EXCHANGE

4.1 Restriction on Exchange

4.1.1 Subject to Section 4.1.2, Hawthorne may exchange the Exchangeable Shares into Common Shares either in a single exchange transaction or in a series of exchange transactions.

4.1.2 The Exchangeable Shares shall not be exchangeable by Hawthorne, and the Company shall not give effect to any such purported exchange, if, after giving effect to such exchange, Hawthorne, together with any person or company acting jointly or in concert with Hawthorne would in the aggregate beneficially own, or exercise control or direction over that number of voting securities of the Company which is twenty percent (20%) or more of the total issued and outstanding voting securities of the Company, immediately after giving effect to such exchange, until the Company has received the necessary shareholder approval (each such approval, the “Control Person Approval”) in accordance with all applicable policies of the CSE.

4.1.3 Notwithstanding the foregoing, the Company covenants and agrees that it shall seek the approval of its shareholders for the creation of a new Control Person, being Hawthorne, at the subsequent annual meeting of shareholders of the Company following the effective date of the Arrangement, and, if necessary, at each subsequent annual or special meeting of shareholders thereafter. In connection with such meetings, the Company’s management team will recommend to its shareholders that they vote in favor of the Control Person Approval and will use best efforts to solicit such votes in favor of the Control Person Approval from shareholders.

4.1.4 For the avoidance of doubt, nothing herein shall be construed to limit, or require shareholder approval for, Hawthorne’s ability to exchange such number of Exchangeable Shares into Common Shares where the Exchange results in Beneficial Ownership of Hawthorne of less than 20% of the total issued and outstanding voting securities of the Company.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Company Representations and Warranties

The Company represents and warrants to Hawthorne as follows and acknowledges that Hawthorne is relying on such representations and warranties in entering into this Agreement:

(a) Incorporation and Organization of the Company. The Company is duly organized, validly existing and in good standing as a corporation under the Ontario Business Corporations Act with the corporate power and capacity to own or lease its property and assets.

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(b) Qualification. The Company has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.

(c) Due Authorization. All requisite corporate acts and proceedings have been done and taken by the Company to authorize the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder.

(d) Validity of Agreement. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder do not conflict with or cause a default under any Contract to which the Company is a party or by which the Company or any of its property or assets is bound and do not conflict with nor result in any violation of any of the provisions of the Company’s Organizational Documents or any resolution of the Company’s shareholders or directors or any Laws applicable to the Company, its Subsidiaries or any of their respective property or assets.

(e) Enforceability of Agreement. This Agreement constitutes and will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of the creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Laws.

(f) Issuance of Exchangeable Shares. The Company has taken all action to validly issue the Exchangeable Shares to Hawthorne and, upon the Company having received the Notes as consideration for the issue thereof, such Exchangeable Shares will be validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company.

5.2 Hawthorne Representations and Warranties

Hawthorne represents and warrants to the Company as follows and acknowledges that the Company is relying on such representations and warranties in entering into this Agreement:

(a) Incorporation and Organization of Hawthorne. Hawthorne is duly organized, validly existing and in good standing as a corporation under the laws of its jurisdiction of organization with the corporate power and capacity to own or lease its property and assets.

(b) Qualification. Hawthorne has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.

(c) Due Authorization. All requisite corporate acts and proceedings have been done and taken by Hawthorne to authorize the execution and delivery of this Agreement and the performance of Hawthorne’s obligations hereunder.

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(d) Validity of Agreement. The execution and delivery of this Agreement and the performance of Hawthorne’s obligations hereunder do not conflict with or cause a default under any Contract to which Hawthorne is a party or by which Hawthorne or any of its property or assets is bound and do not conflict with nor result in any violation of any of the provisions of Hawthorne’s Organizational Documents or any resolution of Hawthorne’s shareholders or directors or any Laws applicable to Hawthorne, its Subsidiaries or any of their respective property or assets.

(e) Enforceability of Agreement. This Agreement constitutes a legal, valid and binding obligation of Hawthorne enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of the creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Laws.

(f) Title to Notes. Hawthorne has good and marketable title to the Notes and the full legal right, power and authority to sell and transfer the Notes to the Company free and clear of all liens, charges, encumbrances and adverse claims.

ARTICLE 6
SECURITY LAWS MATTERS

6.1 Securities Law Matters

(i) Hawthorne is acquiring the Exchangeable Shares solely for Hawthorne’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Exchangeable Shares in violation of applicable Securities Laws. Hawthorne is a resident of the state of Ohio. Hawthorne understands that the offer and sale of the Exchangeable Shares have not been qualified by a prospectus under Canadian Securities Laws or registered under U.S. Securities Laws by reason of specific exemptions under the provisions thereof that depend in part upon the investment intent of Hawthorne and the accuracy of the other representations made by Hawthorne in this Agreement.

(ii) Hawthorne acknowledges that the ability to transfer the Exchangeable Shares is limited by, among other things, applicable Securities Laws. The Exchangeable Shares are not listed or posted for trading on any securities exchange, and, therefore, the Exchangeable Shares cannot be traded through the facilities of the CSE. In addition, absent an exemption from the prospectus requirement under applicable Canadian Securities Laws and the registration requirements under applicable U.S. Securities Laws, the Exchangeable Shares cannot be traded since the Exchangeable Shares are not freely transferable in Canada or the United States. In addition, certain of such exemptions under Canadian Securities Laws require Hawthorne to

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have held the Exchangeable Shares for four months and a day. Hawthorne agrees that compliance with applicable Securities Laws in respect of any sale or transfer of Exchangeable Shares is the exclusive responsibility of Hawthorne.

(iii) Hawthorne acknowledges that the Exchangeable Shares shall have attached to them the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY THE COMPANY’S TRANSFER AGENT, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AND/OR ITS TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, TO THE EXTENT DEEMED REASONABLY NECESSARY IN THE REASONABLE DISCRETION OF THE COMPANY, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AND/OR ITS TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.”

ARTICLE 7

CONFIDENTIALITY

7.1 Confidentiality

7.1.1 Hawthorne will, and will cause its Affiliates and Representatives to, keep confidential and will treat confidentially all Confidential Information. Hawthorne agrees that it will, and will cause its Affiliates and Representatives to not disclose any Confidential

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Information; provided that Hawthorne may, subject to compliance with the terms hereof, disclose the Confidential Information to its Affiliates or Representatives.

7.1.2 As a condition to the furnishing of Confidential Information to an Affiliate or Representative of Hawthorne, Hawthorne shall advise such Affiliate or Representative of the confidential nature of and restriction on use of the information disclosed. Hawthorne agrees that it will be fully responsible for any breach of this Section 7.1 by such Affiliates or Representatives as if such Affiliates or Representatives are an original party hereto. In addition, Hawthorne will take all commercially reasonable steps, including the obtaining of suitable undertakings, to ensure that Confidential Information is not disclosed to any other Person or used in a manner contrary to this Agreement, and, to the extent reasonably practicable, promptly notify the Company of any unauthorized disclosure of Confidential Information or breach of this Agreement known to Hawthorne.

7.1.3 Hawthorne hereby acknowledges that Securities Laws impose restrictions on its ability to purchase, sell, trade or otherwise transfer securities of the Company until such time as material, non-public information received by Hawthorne becomes publicly available or is no longer material, and Hawthorne further hereby agrees to comply with all such restrictions and to inform those of its Affiliates and Representatives provided with any Confidential Information of such restrictions.

7.1.4 The term Confidential Information shall exclude any information that: (i) was generally available to the public prior to the date hereof; (ii) becomes generally available to the public (through no violation hereof by Hawthorne or its Affiliates or Representatives); (iii) was within Hawthorne's or its Affiliates' or Representatives' possession prior to it being furnished to Hawthorne or its Affiliates or Representatives by or on behalf of the Company, provided that such information is not, to Hawthorne's knowledge, subject to any contractual, legal or fiduciary obligations of confidentiality to the Company that would prevent its use or disclosure; (iv) is obtained by Hawthorne or its Affiliates or Representatives from a third party who, to Hawthorne's knowledge, at the time of disclosure, is not prohibited by an obligation to the Company from disclosing such information on a non-confidential basis to Hawthorne or its Affiliates or Representatives; (v) was independently developed by Hawthorne or its Affiliates or Representatives, or on Hawthorne's behalf, without use of or reference to the Confidential Information, and which can be substantiated by written evidence; or (vi) is expressly permitted in writing by the Company to be disclosed to third parties on a non-confidential basis.

7.1.5 Nothing in this Section 7.1 grants or is to be construed as granting Hawthorne any title, ownership, license or other right of interest with respect to the Confidential Information. The Company retains all right, title and interest in and to the Confidential Information.

7.1.6 If Hawthorne or any of its Affiliates or Representatives is requested or required to disclose any Confidential Information in connection with any legal or administrative proceeding or investigation (including pursuant to the terms of a subpoena or order issued by a court of competent jurisdiction or a regulatory or self-regulatory body), or is requested or required by Law to disclose any Confidential Information, Hawthorne or such Affiliate

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or Representative, as applicable, will provide the Company with prompt written notice of any such request or requirement, to the extent reasonably practicable and not prohibited by Law, so that the Company has an opportunity to seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.1, in each case, at the Company’s cost and expense. If the Company waives compliance with the provisions of this Section 7.1 with respect to a specific request or requirement, Hawthorne or such Affiliate or Representative, as applicable, shall disclose only that portion of the Confidential Information that is covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. If (in the absence of a waiver by the Company) the Company has not secured a protective order or other appropriate remedy, and Hawthorne or such Affiliate or Representative is nonetheless required by Law to disclose any Confidential Information, Hawthorne or such Affiliate or Representative, as applicable, may, without liability hereunder, disclose only that portion of the Confidential Information that is necessary to be disclosed.

7.1.7 At any time following the termination of this Agreement, upon written request by the Company, Hawthorne shall, and shall direct its Affiliates and Representatives to, at the option of Hawthorne, promptly return to the Company or promptly destroy, at the option of Hawthorne, all Confidential Information (including, electronic copies) supplied by the Company to and in the possession of Hawthorne or its Affiliates or Representatives, as applicable, without retaining any copy thereof. Notwithstanding the foregoing, (i) Hawthorne and its Affiliates and Representatives may retain Confidential Information as required to comply with applicable Laws or their respective corporate governance and/or record keeping policies; and (ii) neither Hawthorne nor its Affiliates or Representatives shall be required to purge their respective computer or electronic archives (including routine computer system backup tapes, disks or other backup storage devices).

7.1.8 Notwithstanding the return or destruction of the Confidential Information as contemplated hereby or the termination of this Agreement, Hawthorne will continue to be bound by the terms of this Section 7.1 with respect thereto, including all obligations of confidentiality.

7.1.9 The confidentiality obligations contained herein are in addition to, and not in substitution of, any other confidentiality obligations of the Parties.

7.1.10 The provision of any information pursuant to this Agreement shall not be (and shall be deemed not to be) a waiver of any privilege, including privileges arising under or related to the attorney- or solicitor-client privilege or any other applicable privileges.

ARTICLE 8

MISCELLANEOUS

8.1 Successors and Assigns

The rights under this Agreement may be assigned in whole or in part by Hawthorne to (i) Hagedorn Partnership, L.P., or (ii) an Affiliate of Hawthorne; provided that (i) any such Affiliate shall, prior to any such assignment, agree to be bound by all of the covenants of Hawthorne

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contained herein and comply with the provisions of this Agreement that were applicable to Hawthorne, and shall deliver to the Company a duly executed undertaking to such effect in form and substance satisfactory to the Company, acting reasonably; and (ii) where any rights of Hawthorne under this Agreement have been assigned to an Affiliate, such rights shall only be exercised by Hawthorne and its Affiliates, acting together. For certainty, no assignment by the Investor or any assignee of its rights hereunder shall relieve such assignee of its obligations hereunder. Notwithstanding the foregoing, nothing herein shall prevent Hawthorne (and Hawthorne shall not be prohibited) from granting liens or otherwise pledging its rights hereunder in favor of the lenders under any Contracts for Debt (or be interpreted to prohibit the exercise of remedies in connection with such Liens or pledges). Except as set out above, any assignment by Hawthorne may be made only with the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Any assignment by the Company may be made only with the prior written consent of Hawthorne, such consent not to be unreasonably withheld, conditioned or delayed. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. Any transfer or attempted transfer of any rights under this Agreement in violation of this Section 8.1 shall be null and void, no such transfer shall be recorded on the Company's books or records, and the purported transferee in any such transfer shall not be treated (and the purported transferor shall continue to be treated) as if the purported transfer never occurred.

8.2 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns and submits to the exclusive jurisdiction of the courts of Ontario, Canada respecting all matters relating to this Agreement and the rights and obligations of the Parties hereunder.

8.3 Termination

This Agreement shall automatically terminate when there are no longer any Exchangeable Shares issued and outstanding.

8.4 Survival

Notwithstanding Section 8.3, Article 1 (Interpretation), Article 5 (Representations and Warranties), Article 7 (Confidentiality) and Article 8 (Miscellaneous) shall survive the termination of this Agreement and shall remain in full force and effect. No termination of this Agreement shall constitute a termination or a waiver of any rights of either party against the other party accruing at or prior to the time of such termination.

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8.5 Counterparts

This Agreement may be executed and delivered in any number of counterparts (including by electronic transmission), each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

8.6 Titles and Subtitles

The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

8.7 Notices

8.7.1 Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in Person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

(i) in the case of Hawthorne:

The Hawthorne Collective, Inc.
14111 Scottslawn Rd
Marysville, OH 43041

Attention: Dimiter Todorov
E-mail: [Redacted – personal contact information]

(ii) in the case of the Company:

Cansortium Inc.
5540 W. Executive Drive, Suite 100
Tampa, FL 33609

Attention: Robert Beasley
E-mail: [Redacted – personal contact information]

8.7.2 Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted by email or personally by hand (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Toronto time) at the place of receipt, then on the next following Business Day) or, if mailed by internationally recognized overnight courier, on the Business Day following the date of mailing; provided, however, that if at the time of mailing or within two Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

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8.7.3 Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section 8.7.

8.8 Amendments and Waivers

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Parties. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

8.9 Further Assurances

In case at any time after the date hereof any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party.

8.10 No Third-Party Beneficiaries

Except as set out in Section 2.1.6, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. The parties hereby designate RIV as a third-party beneficiary of Section 2.1.6.

8.11 Publicity

No Party shall issue any press release or otherwise make written public statements with respect to this Agreement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Company shall not make any filing with any Governmental Body with respect to this Agreement without prior consultation with Hawthorne, and Hawthorne shall not make any filing with any Governmental Body with respect to this Agreement without prior consultation with the Company; provided, however, that the foregoing shall be subject to each Party's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing.

8.12 Severability

Any term or provision of this Agreement that is held invalid or unenforceable by a court of competent jurisdiction or other competent Governmental Body in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Upon such a determination, the Parties shall negotiate in good faith to

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replace invalid or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions.

8.13 Entire Agreement

This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing among the Parties is expressly canceled.

8.14 Injunctive Relief

The Parties hereby agree that, in the event of breach of this Agreement (including the documents attached hereto or referred to herein), damages would be difficult, if not impossible, to ascertain, that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to and without limiting any other remedy or right it may have, Hawthorne shall be entitled to an injunction or other equitable relief in any court of competent jurisdiction, without any necessity of proving damages or any requirement for the posting of a bond or other security, enjoining any such breach, and enforcing specifically the terms and provisions hereof. The Parties hereby waive any and all defenses they may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief.

8.15 Costs and Expenses

Except as otherwise expressly provided in this Agreement, each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

8.16 Construction

8.16.1 The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

8.16.2 Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

8.16.3 References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa.

8.16.4 The words "include", "includes" and "including" when used in this Agreement shall be deemed to be followed by the phrase "without limitation" or "but not limited to".

8.16.5 Unless the context otherwise requires, references in this Agreement to Sections shall be deemed references to Sections of this Agreement. Unless the context otherwise

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requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

8.16.6 When calculating the period of time before which, within which or following which any act is to be done or any step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall not be calculated as the first day of such period of time. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

8.16.7 All monetary figures or references to “$” in this Agreement shall be U.S. dollars unless otherwise specified.

8.17 Acknowledgement

Each of the Parties acknowledges and agrees on its own behalf and on behalf of any of its Affiliates, that the transactions contemplated by this Agreement do not violate public policy and agrees to waive on such Party’s own behalf and on behalf of any of such Party’s Affiliates illegality as a defense to contractual claims arising out of this Agreement or in any other document, instrument, or agreement entered into in connection the transactions contemplated hereby or thereby.

8.18 Control of the Business

Notwithstanding anything in this Agreement to the contrary, Hawthorne shall not have, nor shall be deemed to have control, or the right to direct, the Company or its operations during the Interim Period.

8.19 Delays or Omissions

No delay or omission to exercise any right, power, or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or non-defaulting Party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

[Signature Page Follows]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.

CANSORTIUM INC.

By: (signed) “Robert Beasley”
Name: Robert Beasley
Title: Chief Executive Officer

THE HAWTHORNE COLLECTIVE, INC.

By: (signed) “Christopher Hagedorn”
Name: Christopher Hagedorn
Title: President

[Signature Page – Exchange and Protection Agreement]

AI assistant

FLUENT — M&A Activity 2025

47705_rns_2025-01-10_882c24d5-b3b7-476e-a6ff-06a524a16629.pdf

CANSORTIUM INC.

THE HAWTHORNE COLLECTIVE, INC.

EXCHANGE AND PROTECTION AGREEMENT

EXCHANGE AND PROTECTION AGREEMENT

BETWEEN:

ARTICLE 1

DEFINITIONS

1.1 Definitions

ARTICLE 2

2.1 Acquisition of the Notes

ARTICLE 3

CONDUCT OF BUSINESS OF THE COMPANY

3.1 Conduct

3.2 Restrictions

3.3 Obligations

3.4 Notices

3.5 Audit

3.6 Government Filings

ARTICLE 4

RESTRICTION ON EXCHANGE

4.1 Restriction on Exchange

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Company Representations and Warranties

ARTICLE 7

CONFIDENTIALITY

7.1 Confidentiality

ARTICLE 8

8.1 Successors and Assigns

8.2 Governing Law

8.3 Termination

8.4 Survival

8.5 Counterparts

8.6 Titles and Subtitles

8.7 Notices

8.8 Amendments and Waivers

8.9 Further Assurances

8.10 No Third-Party Beneficiaries

8.11 Publicity

8.12 Severability

8.13 Entire Agreement

8.14 Injunctive Relief

8.15 Costs and Expenses

8.16 Construction

8.17 Acknowledgement

8.18 Control of the Business

8.19 Delays or Omissions

CANSORTIUM INC.

THE HAWTHORNE COLLECTIVE, INC.

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FLUENT M&A Activity 2025