AMENDED AND RESTATED TERMINATION AGREEMENT

This Amended and Restated Termination Agreement (this “Termination Agreement”) dated as of November 26, 2024 (the “Effective Date”) is entered into among William M. Smith, individually (“Smith”), Fluent Servicing, LLC f/k/a Knox Servicing, LLC (“Servicing”), Consortium Florida, LLC (“Cansortium Florida”), Consortium Holdings LLC (“Cansortium Holdings”), Consortium Inc. (“Cansortium”, and together with Servicing, Consortium Florida and Consortium Holdings, the “Cansortium Entities”), Can Endeavour LLC (“Can Endeavour”), Endeavour Holdings LLC (“Endeavour Holdings”), and Sage Investing LLC (“Sage”, and together with Smith, Can Endeavour, and Endeavour Holdings, the “Smith Entities”) (each of the foregoing, a “Party”, and collectively, the “Parties”), and amends and restates in its entirety that certain Termination Agreement dated May 30, 2024 (the “Original Termination Agreement”) by and among the Parties entered into in connection with the Arrangement Agreement (as defined below);

WHEREAS, Consortium entered into an arrangement agreement dated May 30, 2024 (as amended, supplemented or otherwise modified from time to time, the “Arrangement Agreement”) with RIV Capital Inc., pursuant to which the parties propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement, as the same may be amended (the “Arrangement”), and the consummation of the Arrangement is conditional upon the termination of the rights of the Smith Entities under the Smith Transaction Agreement (as defined below) as provided herein;

AND WHEREAS, in connection with the refinancing of the existing indebtedness under that certain Credit Agreement dated as of April 29, 2021, as amended by that certain First Amendment to Credit Agreement and Consent to Arrangement dated as of May 30, 2024, Consortium, with its subsidiaries and the other persons from time to time party thereto, as borrowers (collectively, the “Borrowers”), the persons from time to time party thereto, as guarantors, the lenders from time to time party thereto, as lenders (collectively, the “New Lenders”), and Chicago Atlantic Admin, LLC, as administrative agent (the “Administrative Agent”) have entered into a credit agreement dated as of the date hereof (as it may be permitted to be amended, restated, amended and restated, replaced, modified or supplemented from time to time, collectively, the “New Credit Agreement”), pursuant to which, among other things, the New Lenders have agreed to make available to the Borrowers certain Loans and Commitments (as such terms are defined in the New Credit Agreement);

AND WHEREAS, the Consortium Entities and the Smith Entities are parties to the Smith Transaction Agreement dated as of August 13, 2018, as amended by Amendment No. 1 to the Smith Transaction Agreement dated as of January 1, 2019, Amendment No. 2 to the Smith Transaction Agreement dated as of January 16, 2020 and Amendment No. 3 to the Smith Transaction Agreement dated as of December 21, 2022 (the “Smith Transaction Agreement”), pursuant to which, among other things, Consortium Florida acquired all of Can Endeavour’s rights, title and interest in the units in Servicing held by Can Endeavour in exchange for an aggregate purchase price of US$23,325,000, payable as set forth in the Smith Transaction Agreement (the “Purchase Price”);

AND WHEREAS, pursuant to the Smith Transaction Agreement: (i) on August 15, 2018, Consortium Holdings issued 4,400,000 membership units to Can Endeavour, which were subsequently exchanged for 4,400,000 common shares of Consortium (the “Initial Shares”); (ii) after January 16, 2020, a total of 14,215,385 common shares of Consortium held by certain founders (the “Founder Shares”) were transferred to Can Endeavour; and (iii) on December 21, 2022, a total of 11,634,615 common shares of Consortium were issued to Can Endeavour (together with the Initial Shares and the Founder Shares, the “Floor Shares”);

AND WHEREAS, pursuant to the Smith Transaction Agreement, the Floor Shares are subject to a floor price guarantee of US$0.40 per share (the “Equity Price Guarantee”) to an aggregate maximum of US$12,100,000;

AND WHEREAS, among other things, the Equity Price Guarantee is secured by (i) a Security Agreement between Consortium Florida and Can Endeavour dated as of January 1, 2019 (the “Security Agreement”); (ii) a Guaranty agreement among Consortium Holdings, Servicing and Can Endeavour dated as of January 1, 2019 (the “First Guaranty”); and (iii) a Guaranty agreement between Consortium and Can Endeavour dated as of March 22, 2019 (the “Second Guaranty” and together with the Security Agreement and the First Guaranty, the “Security Package”);

AND WHEREAS, the Parties hereto desire to terminate the Smith Transaction Agreement, including the Equity Price Guarantee thereunder, and amend the Security Package on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Termination of the Equity Price Guarantee. Subject to the terms and conditions of this Termination Agreement, the Smith Transaction Agreement is hereby terminated effective on the performance and delivery of all obligations of Consortium under Sections 2(a) to (e) of this Termination Agreement (the “Termination Date”), except Can Endeavour’s right to nominate two members of the Board of Directors of Consortium (the “Interim Period Right”) pursuant to Section 1(a)(4) of the Smith Transaction Agreement shall continue in full force and effect until the execution and delivery of the Investor Rights Agreement (as defined below) as provided in Section 2(f) of this Termination Agreement.

From and after the Termination Date, and except for the Interim Period Right, the Smith Transaction Agreement and the Equity Price Guarantee thereunder are of no further force or effect and, notwithstanding anything to the contrary contained in the Smith Transaction Agreement, all of the rights and obligations of each of the Parties thereunder are terminated as of the Termination Date.

Consideration, Rights and Obligations. As material consideration for the covenants, agreements and undertakings of the Parties under this Termination Agreement:

(a) Consortium shall pay to Can Endeavour (or as Can Endeavour may otherwise direct): (i) the amount of $500,000 in cash, on the date of execution of this amendment and restatement of the Termination Agreement, and (ii) reimbursement of all of legal fees and expenses incurred by the Smith Parties in relation to the negotiation and execution of this Termination Agreement, the Arrangement Agreement, the Investor Rights Agreement, the Convertible Note (as defined below), the Subordination Agreement (as defined below), and the amendments of the Security Agreements and each Guaranty (as those terms are defined in the Convertible Note), and any other matters related to any of the foregoing, within ten (10) business days after the later of execution of this amendment and restatement of the Termination Agreement or presentation of invoices of such legal fees and expenses by the Smith Entities.

(b) the total consideration payable by Consortium for the termination of the Smith Transaction Agreement and the Equity Price Guarantee thereunder shall be Six Million Five Hundred Thousand Dollars ($6,500,000.00), the “Termination Fee”), payable as provided in paragraph (c) of this Section 2;

(c) on the Termination Date, in satisfaction of the Termination Fee, Consortium shall issue to Can Endeavour a subordinated secured convertible note in the principal amount equal of $6,500,000 bearing interest at a rate of 15% per annum, and with the convertible note maturing on the date that is 180 days from the stated maturity date of the New Credit Agreement, on the terms and in the form set forth in the convertible note attached hereto as Schedule “A” (the “Convertible Note”), and secured by the Security Agreement and guaranteed by the First Guaranty and Second Guaranty, which shall continue in full force and effect with respect to the Convertible Note. The principal and any accrued but unpaid interest under the Convertible Note will be convertible, at the option of the holder, into Consortium common shares (the “Cansortium Shares”) at a conversion price of $0.21 per Consortium Share (such price, as it may be adjusted pursuant to the terms of the Convertible Note, the “Conversion Price”), as set forth in the Convertible Note;

(d) on the Termination Date, Can Endeavour shall execute and deliver a subordination agreement (the “Subordination Agreement”) in the form provided as Schedule “B” to this Termination Agreement in favour of the Administrative Agent on behalf of the New Lenders party to the New Credit Agreement, pursuant to which the Convertible Note and the Security Agreement will be subordinated to all of the debts, liabilities, obligations, rights and security interest of, or held by, the Administrative Agent on behalf of the New Lenders under the New Credit Agreement and any indebtedness incurred in connection with an Eligible Financing (as defined in the Subordination Agreement, as if in effect on the date thereof), in accordance with the terms thereof and the Subordination Agreement, as if in effect as of the date thereof;

(e) on the Termination Date, the relevant parties shall enter into the Collateral Documents and Guaranty Agreements (each as defined in the Convertible Note);

(f) as soon as possible, the Smith Entities and Consortium shall enter into an investor rights agreement (the “Investor Rights Agreement”), which shall provide for Can Endeavour’s continued right to nominate two members of the Board of Directors of Consortium (which are hereby ratified by Smith as Smith and Mark Eckenrode), and of any successor entity of Consortium (whether due to closing of the Arrangement or otherwise), or any replacements thereof, subject to the terms and conditions set forth in the Investor Rights Agreement which shall be on commercially reasonable and market terms and which shall provide for (i) pre-emptive rights, (ii) piggy-back registration rights, (iii) participation on board including consideration to committees, (iv) insurance and indemnity on the same basis as other directors, (v) reimbursement for out of pocket expenses on the same basis as the other directors, and (vi) prohibition on changing the board size;

(g) Consortium will not amend or modify the Arrangement Agreement or the Arrangement in a manner that is materially adverse to the Smith Entities, as determined by the Parties, each acting reasonably, without the prior written consent of Smith, such consent not to be unreasonably withheld, conditioned or delayed;

(h) Consortium will not amend, modify, restate, supplement or extend any New Debt (as defined below) (including, for certainty, entering into a new credit or similar agreement) following the date upon which such New Debt is incurred by Consortium, in a manner that would be prohibited by Section 7.03 of the Subordination Agreement; and

(i) in the event that Consortium, or a direct or indirect subsidiary of Consortium, desires to refinance the indebtedness under the New Credit Agreement (the “Debt” and such refinanced debt, the “New Debt”) pursuant to an Eligible Refinancing, Can Endeavour agrees to enter into a subordination agreement with such New Lender on the same form as the Subordination Agreement with the modifications contemplated by Section 2.02 of the Subordination Agreement; provided

that the New Debt is an Eligible Financing (as defined in the Subordination Agreement). For certainty, the provisions of this section (h) shall apply to the first Eligible Refinancing of the Debt and no further refinancings. In connection with any Eligible Refinancing, Consortium shall use commercially reasonable efforts to facilitate Can Endeavor being offered an opportunity to participate as new money lender in the Refinancing.

Release.

(a) In consideration of the covenants, agreements and undertakings of the Smith Entities under this Termination Agreement, effective upon and conditional upon the occurrence of the Termination Date, each of the Consortium Entities, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, related corporations or entities, officers, directors, shareholders, managers, members, limited partners, successors and assigns (collectively, "Cansortium Releasors") hereby releases, waives and forever discharges the Smith Entities and each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates, related corporations or entities, employees, officers, directors, shareholders, managers, members, limited partners, agents, representatives, permitted successors and permitted assigns (collectively, "Smith Releases") of and from any and all actions, manner of actions, causes of action, proceedings, suits, losses, liabilities, rights, debts, dues, duties, sums of money, accounts, obligations, costs, expenses, liens, bonds, bills, covenants, contracts, controversies, complaints, indemnities, entitlements, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands, of every kind and nature whatsoever or howsoever arising, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or in equity, in contract or in tort (collectively, "Cansortium Claims"), which any of such Consortium Releasors ever had, now have, against any of such Smith Releases for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Termination Date arising out of or relating to the Smith Transaction Agreement, except for any Consortium Claims arising out of any fraud, gross negligence or wilful misconduct on the part of the Consortium Entities, provided that the fraud, gross negligence or wilful misconduct on the part of the Consortium Entities was not due to actions of the Smith Entities or committed by the Smith Entities, or relating to rights and obligations preserved by, created by or otherwise arising out of this Termination Agreement.

(b) In consideration of the covenants, agreements and undertakings of the Consortium Entities under this Termination Agreement, effective upon and conditional upon the occurrence of the Termination Date, each of the Smith Entities, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, related corporations or entities, officers, directors, shareholders, members, limited partners, successors and assigns (collectively, "Smith Releases") hereby releases, waives and forever discharges the Consortium Entities and each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates, related corporations or entities, employees, officers, directors, shareholders, members, limited partners, agents, representatives, permitted successors and permitted assigns (collectively, "Cansortium Releasees") of and from any and all actions, manner of actions, causes of action, proceedings, suits, losses, liabilities, rights, debts, dues, duties, sums of money, accounts, obligations, costs, expenses, liens, bonds, bills, covenants, contracts, controversies, complaints, indemnities, entitlements, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands, of every kind and nature whatsoever or howsoever arising, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or in equity, in contract or in tort (collectively, "Smith Claims"), which any of such Smith Releases ever had, now have, against any of such Consortium Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Termination Date arising out of

or relating to the Smith Transaction Agreement, except for any Smith Claims arising out of any fraud, gross negligence or wilful misconduct on the part of the Smith Entities, provided that the fraud, gross negligence or wilful misconduct on the part of the Smith Entities was not due to actions of the Consortium Entities or committed by the Consortium Entities, or relating to rights and obligations preserved by, created by or otherwise arising out of this Termination Agreement.

(c) Each Party, on behalf of itself and each of its respective Consortium Releasors or Smith Releasors, as applicable, understands that it may later discover Consortium Claims or Smith Claims, as applicable, or facts that may be different than, or in addition to, those that it or any other Consortium Releasor or Smith Releasor, as applicable, now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Consortium Releasors and the Smith Releasors intend, effective as of (and contingent upon) the Termination Date, to fully, finally and forever settle and release all Consortium Claims and Smith Claims, as applicable, that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Consortium Releasors and the Smith Releasors hereby waive any right or Consortium Claim or Smith Claim, as applicable, that might arise as a result of such different or additional Consortium Claims or Smith Claims, as applicable, or facts.

Representations and Warranties. Each Party hereby represents and warrants to the other Parties that:

(a) if such Party is an individual, that such Party has the capacity to enter into and give full effect to this Termination Agreement;

(b) if such Party is a non-individual entity, the execution of this Termination Agreement by the individual whose signature is set forth at the end of this Termination Agreement on behalf of such Party, and the delivery of this Termination Agreement by such Party, have been duly authorized by all necessary action on the part of such Party;

(c) such Party has the full right, power and authority to enter into this Termination Agreement and to perform its obligations hereunder;

(d) this Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Parties hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity;

(e) if such Party is a Consortium Releasor, it (i) knows of no Consortium Claims relating to or arising out of the Agreements that are not covered by the release contained in Section 3, and (ii) it has neither assigned nor transferred any of the Consortium Claims released herein to any person or entity and, to its knowledge, no person or entity has subrogated to or has any interest or rights in any Consortium Claims; and

(f) if such Party is a Smith Releasor, it (i) knows of no Smith Claims relating to or arising out of the Agreements that are not covered by the release contained in Section 3, and (ii) it has neither assigned nor transferred any of the Smith Claims released herein to any person or entity and, to its knowledge, no person or entity has subrogated to or has any interest or rights in any Smith Claims.

EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES AND CONDITIONS CONTAINED IN THIS TERMINATION AGREEMENT, (A) NO PARTIES, NOR ANY OTHER PERSON ON A PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY TO CONDITION, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTIES, OR ANY OTHER PERSON ON SUCH OTHER PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION.

Miscellaneous.

(a) All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a "Notice") must be in writing and is deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such Notice must be sent to the respective parties at the following addresses (or at such other address for a party as is specified in a Notice given in accordance with this Section 5):

If to any of the Consortium Entities:

c/o Consortium Inc.

Attn: Robert Beasley, CEO
[Redacted - personal contact information]

If to any of the Smith Entities:

c/o Can Endeavour LLC

Attn: William Smith, Managing Member
[Redacted - personal contact information]

(b) This Termination Agreement and all matters arising out of or relating to this Termination Agreement are governed by, and construed in accordance with, the laws of the State of Florida.

(c) Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Florida or of the United States District Court located in Escambia County, Florida, for any actions, suits or proceedings arising out of or relating to this Termination Agreement (and each party agrees not to commence any action, suit or proceeding relating thereto except in such courts).

(d) This Termination Agreement and each of the terms and provisions hereof, may only be amended, modified, waived or supplemented by an agreement in writing signed by each Party.

(e) Neither Party may assign, transfer or delegate any or all of its rights or obligations under this Termination Agreement without the prior written consent of the other Parties. No assignment, transfer or delegation will relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing will be null and void. This Termination Agreement is binding upon and shall enure to the benefit of each of the Parties and each of their respective permitted successors and permitted assigns.

(f) This Termination Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Termination Agreement electronically (to which a signed PDF copy is attached) or by facsimile shall be effective as delivery of an original executed counterpart of this Termination Agreement.

(g) If any term or provision of this Termination Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Termination Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(h) Each of the Parties shall, and shall cause its respective affiliates to, from time to time at the request and sole expense of the requesting Party, furnish the other Party such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do such other things, as may be reasonably necessary or desirable in the opinion of counsel to the requesting party to carry out the provisions of this Termination Agreement and give effect to the transactions contemplated hereby.

(i) Each Party acknowledges and agrees that (i) a breach or threatened breach by such Party of any of its obligations under this Termination Agreement would give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy, and (ii) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party will, in addition to any and all other rights and remedies that may be available to such party at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that it shall not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 5(i).

(j) This Termination Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

(k) Each Party shall bear its own costs and expenses incurred in connection with the drafting, negotiation and execution of this Termination Agreement and all other documents related hereto (including the fees and expenses of its advisors, accountants and legal counsel).

(1) Except as expressly set forth in the second sentence of this Section 5(l), this Termination Agreement benefits solely the Parties hereto and their respective permitted successors and permitted assigns, and nothing in this Termination Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Termination Agreement. The Parties hereby (i) designate all Consortium Releasees and all Smith Releasees as third-party beneficiaries Section 3, having the right to enforce such Section and (ii) designate the New Lender as third-party beneficiaries of Section 2(c), having the right to enforce such Section.

[SIGNATURE PAGES FOLLOW]

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

(signed) "William Smith"

William M. Smith

ENDEAVOUR HOLDINGS LLC

By: (signed) "William Smith"

Name: William Smith

Title: Managing Member

CAN ENDEAVOUR LLC

By: (signed) "William Smith"

Name: William Smith

Title: Managing Member

SAGE INVESTING LLC

By: (signed) "William Smith"

Name: William Smith

Title: Managing Member

[Signature Page to Smith Termination Agreement]

[Signature Page to Smith Termination Agreement]
CAN_DMS: \1005034966

FLUENT SERVICING, LLC F/K/A KNOX
SERVICING, LLC

(signed) "Robert Beasley"
By:
Name: Robert Beasley
Title: Manager

CANSORTIUM INC.

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

CANSORTIUM FLORIDA, LLC

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

CANSORTIUM HOLDINGS LLC

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

SCHEDULE "A"

See attached form of Convertible Note.

Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall be paid or payable to, or shall be received or accepted by, a payee that is a “Subordinated Creditor”, except to the extent permitted under the Subordination Agreement, dated as of November 26, 2024 (the “Subordination Agreement”), by and among Cansortium Inc., Chicago Atlantic Admin, LLC, as “Senior Agent” and Can Endeavour LLC, Endeavour Holdings LLC and Sage Investing LLC, each as a “Subordinated Creditor”, which Subordination Agreement is acknowledged by the parties so long as the Subordination Agreement remains in effect. The Parties (as defined below) shall be deemed to have acknowledged and agreed (a) to the terms of the Subordination Agreement and (b) that the rights and obligations herein and under any other Document (as defined below) are subject to the Subordination Agreement.

CANSORTIUM INC.

Secured Subordinated Convertible Note

$6,500,000.00

Issue Date: November 26, 2024

Gulf Breeze, Florida

WHEREAS CANSORTIUM INC., a company existing under the laws of the Province of Ontario (the "Maker" or "Borrower"), has entered into a termination agreement (the "Termination Agreement") dated as of May 30, 2024 (the "Effective Date") among William M. Smith, individually ("Smith"), Fluent Servicing, LLC f/k/a Knox Servicing, LLC ("Servicing"), Cansortium Florida, LLC ("Cansortium Florida"), Cansortium Holdings LLC ("Cansortium Holdings"), Can Endeavour LLC ("Can Endeavour" or the "Holder"), Endeavour Holdings LLC ("Endeavour Holdings") and Sage Investing LLC ("Sage") (each of the foregoing, a "Party", and collectively, the "Parties"), pursuant to which the Parties agreed to, among other things, terminate the Smith Transaction Agreement dated August 13, 2018 (as amended on January 1, 2019, January 16, 2020 and December 21, 2022, and as further amended, restated, supplemented or otherwise modified at any time or from time to time, the "Smith Transaction Agreement"), entered into among the Parties;

FOR VALUED RECEIVED, the Maker hereby promises to pay to the order of the Holder, at [Redacted - personal contact information], or such other place as the Holder hereof from time to time may designate in writing and in accordance with this Secured Subordinated Convertible Note (this "Note"), issued on the date hereof (the "Issue Date"), the principal sum of Six Million Five Hundred Thousand Dollars ($6,500,000.00) in lawful money of the United States of America (the "Principal Amount"), such Principal Amount and all accrued but unpaid interest to be paid to Holder on, subject to the terms of the Subordination Agreement, May 26, 2029 or such earlier date as the Principal Amount and accrued but unpaid interest may become due and payable (the "Maturity Date") in accordance with the terms hereof and, subject to the terms of the Subordination Agreement, to pay interest to the Holder on the Principal Amount outstanding from time to time hereunder to the date of payment, as hereinafter provided, both before and after maturity or demand, default and judgment.

Unless otherwise converted or prepaid in accordance with the terms hereof (but subject to the Subordination Agreement), the Holder has the right, from time to time and at any during the Exercise Period (as defined herein), to deliver a Conversion Notice to convert all or (subject to the terms and conditions set forth below) any portion of the Conversion Amount (as defined

herein), into Common Shares, at a price per share equal to the Conversion Price (as defined herein), subject to adjustment in certain events, as provided herein together with any accrued and unpaid interest and fees owing thereon as the Conversion Date (as defined herein).

Unless otherwise converted, prepaid or paid, as applicable, in accordance with the terms hereof (but subject to the Subordination Agreement), the Principal Amount owing, or the portion of the Principal Amount which has yet to be converted or prepaid, together with the accrued and unpaid interest owing thereon, and all other amounts now or hereafter payable under any of the Documents (collectively, the "Obligations"), shall be due and payable on the Maturity Date in accordance with the terms hereof.

NOW THEREFORE the Borrower and the Holder agree as follows:

Interest.

Maker agrees to pay interest to the Holder on any unpaid Principal Amount at an interest rate of fifteen percent (15%) per annum, calculated and accruing daily, from the date hereof until the earlier of the date of (a) conversion in full of the Principal Amount or (b) payment in full in cash of the Principal Amount on the Maturity Date, and all accrued and unpaid interest shall be payable on such date of conversion or the Maturity Date, as the case may be and on the date of any prepayment or conversion permitted hereunder prior to the Maturity Date (in each case, subject to the Subordination Agreement). Such interest shall be payable in kind quarterly in arrears on the last day of March, June, September and December (each, a "Payment Date"). On each Payment Date, such paid-in-kind interest that is accrued and unpaid and that has not been previously added to the Principal Amount shall be so added, and amounts so added shall thereafter be deemed to be a part of the Principal Amount. Notwithstanding the foregoing, upon the occurrence of a "Refinancing" as defined in the Subordination Agreement, interest then accruing from and after the date of such Refinancing shall be payable quarterly in arrears on each Payment Date in cash by wire transfer of available funds in accordance with the wiring instructions set forth on Exhibit A hereto or as otherwise provided by Holder in writing at least two (2) Business Days prior to any payment due.

All payments on account of the Obligations shall be first applied to interest accrued on the unpaid Principal Amount, secondly to any other sums due to the Holder hereunder, and the remainder to reduce unpaid Principal Amount.

Security.

This Note is guaranteed pursuant to the Guaranty Agreements and secured by the Security Agreements and the other Collateral Documents.

Conversion Right.

3.1 Upon and subject to the terms and conditions hereinafter set forth, the Holder shall have the right (the "Conversion Right"), but not the obligation, at any time, and from time to time, up to and including 5:00 p.m. (Eastern time) on the earlier of: (a) the Business Day immediately preceding the Maturity Date; and (b) the Business Day prior to any repayment or prepayment of this Note in accordance with the terms hereof (the "Exercise Period"), to deliver a Conversion Notice (as defined herein) to convert, for no additional consideration, all or any part of the Principal Amount of this Note plus accrued interest thereon (together the "Conversion Amount") into fully paid and non-assessable Common Shares at the applicable Conversion Price in effect on the Conversion Date (as hereinafter

defined). For greater certainty, if the Holder is electing to convert all or a portion of the Principal Amount, then the applicable amount of accrued and unpaid interest on such Principal Amount being converted, up to, but excluding, the applicable date of conversion (the "Conversion Date") in accordance with Section 1, must also be converted into Common Shares.

3.2 The Conversion Right shall extend only to the maximum number of whole Common Shares into which the Principal Amount of this Note plus accrued interest thereon, or any part thereof, may be converted in accordance with this Section 3.2. Fractional interests in Common Shares shall be adjusted in the manner provided in Section 6.

Priority.

4.1 The Obligations shall be subordinate to the Senior Indebtedness (as defined in the Subordination Agreement) under the Credit Agreement (as defined below) pursuant to, and in accordance with, the Subordination Agreement. For purposes of this Note, "Credit Agreement" means that certain Credit Agreement dated as of the date hereof among the Maker and certain affiliates of the Maker, as borrowers, the other Persons party thereto from time to time as Obligors (as defined in the Credit Agreement), the lenders party thereto from time to time and Chicago Atlantic Admin, LLC, as administrative agent, and any subsequent credit agreement, loan agreement or functionally equivalent document entered into, in a manner permitted under the Subordination Agreement, by the Borrower and the other Loan Parties (as defined in the Subordination Agreement), as such Credit Agreement may be Refinanced in connection with an Eligible Refinancing (each as defined in the Subordination Agreement).

4.2 All other indebtedness for borrowed money of the Borrower and its direct or indirect subsidiaries, now existing or hereafter incurred, shall be unsecured (other than as contemplated by or permitted under the Credit Agreement or any "Eligible Refinancing" as defined in the Subordination Agreement). Notwithstanding anything referred to, or contained in, this Section 4.2 or elsewhere in this Note (including, without limitation, the Subordination Agreement), nothing shall subordinate, prevent or restrict the conversion of this Note or the Obligations into Common Shares (or the Holder's entitlements to Common Shares pursuant hereto including any rights to exercise such Conversion Rights) or the obligations or rights of the Borrower to issue Common Shares in accordance with the terms of this Note including, without limitation, pursuant to Article 5, or the Borrower from making, at any time, to the extent expressly permitted by the terms of the Subordination Agreement, any payment of principal, interest or other amounts on account of the Obligations that qualifies as a "Permitted Payment" under the Subordination Agreement.

4.3 Nothing contained in the subordination provisions set forth in the Subordination Agreement is intended to or will impair, as between the Borrower and the Holder, the Borrower's obligation, which is absolute and unconditional, to pay the Holder the Principal Amount, all interest accrued thereon, or any other amounts permitted under this Note or on account of the Obligations as and when due and payable in accordance with its terms.

Conversion Procedure.

5.1 The Conversion Right may be exercised by the Holder by completing and signing the notice of conversion (the "Conversion Notice") attached hereto as Exhibit B, and delivering the Conversion Notice to the Maker. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the Principal Amount and the

Conversion Amount being converted, and shall set out the date (the "Conversion Date") on which Common Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than five (5) Business Days and no later than ten (10) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date and the Common Shares issuable upon conversion shall be deemed to be issued as fully paid and non-assessable at such time. Within ten (10) Business Days after the Conversion Date there shall be a conversion closing in Gulf Breeze, Florida (or such other location mutually agreed by Maker and Holder) where (a) the Maker shall cause to be electronically delivered to the online brokerage account of Holder (or the Person or Persons designated by Holder in whose name or names the Common Shares are to be issued) from the Maker's transfer agent (including notices under a non-certificated registry) for the appropriate number of Common Shares acquired, registered in the name of the Holder or the Person or Persons in whose name or names the Common Shares have been issued, as specified in the Conversion Notice, and if less than all of the Principal Amount of this Note is the subject of the Conversion Right, Maker shall execute and physically deliver to the Holder a replacement note in the form thereof in the principal amount of the unconverted principal balance thereof (with any accrued but unpaid interest or other amounts due under this Note still due and payable under the replacement note), and, upon confirmation of the electronic delivery of the Common Shares and the replacement note, and (b) Holder shall deliver this Note marked cancelled. With the Conversion Notice, the Holder shall provide the Maker with its written calculation of the amount of accrued and unpaid interest on the Principal Amount which is the subject of the Conversion Right pursuant to the Conversion Notice, up to the date of that Conversion Notice and a per diem amount thereon up to the Conversion Date.

5.2 In connection with any exercise by the Holder of the Conversion Right, the Holder and each beneficial purchaser, if any, for whom the Holder is acting as trustee or agent, shall execute, deliver, file and otherwise assist the Maker in filing any reports, undertakings and other documents required under applicable securities laws in connection with and as a result of the completion of the transactions contemplated by such exercise of the Conversion Right by the Holder.

Adjustment of Conversion Price.

6.1 The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:

If and whenever at any time prior to the Maturity Date, the Maker shall:

(a) subdivide, re-divide or change the outstanding Common Shares into a greater number of Common Shares;

(b) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; or

(c) issue Common Shares (or securities convertible into or exchangeable for Common Shares) to the holders of all or substantially all of the outstanding Common Shares by way of stock dividend, rights offering or other distribution;

then the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidation or on the record date for such issue of

Common Shares (or securities convertible into or exchangeable for Common Shares) by way of a stock dividend or other distribution, as the case may be, shall, in the case of the events referred to in Section 6.1(a) and (c) above, be decreased in proportion to the increase in the number of outstanding Common Shares resulting from such subdivision, redivision, change or dividend (including, in the case where securities convertible into or exchangeable for Common Shares are issued, the number of Common Shares that would have been outstanding had such securities been converted into or exchanged for Common Shares on such effective or record date) or shall, in the case of the events referred to in Section 6.1(b) above, be increased in proportion to the decrease in the number of outstanding Common Shares resulting from such reduction, combination or consolidation on such effective or record date; in each case by multiplying the Conversion Price by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 6.1 shall occur. Any such issue of Common Shares (or securities convertible into or exchangeable for Common Shares) by way of a stock dividend or other distribution shall be deemed to have been made on the record date for the stock dividend or other distribution for the purpose of calculating the number of outstanding Common Shares.

6.2 If and whenever at any time after the date hereof there is a reclassification or redesignation of the Common Shares outstanding at any time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation or merger of the Maker with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Maker as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a "Capital Reorganization"), the Holder, upon the exercising the Conversion Right, after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Common Shares to which the Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property of the Maker or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, if any, which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which such Holder was theretofore entitled upon exercise of the Conversion Right taking into account any further transactions of the resulting issuer that would, had the Maker taken such action, result in adjustment under Section 6.1. If determined appropriate by action of the board of directors of the Maker, acting reasonably and in good faith, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 6.2 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 6.2 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of the Conversion Right. Any such adjustment must be made by and set forth in an amendment to this Note approved by action by the directors of the Maker, acting reasonably and in good faith, and will for all purposes be conclusively deemed to be an appropriate adjustment.

6.3 If, in the opinion of the directors of the Maker, acting reasonably and in good faith, the provisions of Section 6.2 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the

Conversion Price shall be adjusted in such manner, if any, and at such time, as the directors of the Maker determine to be appropriate, acting reasonably and in good faith, on a basis consistent with the intent of Section 6.2; provided that if at any time a dispute arises with respect to adjustments provided for in this Article 6, such dispute will be conclusively determined by independent chartered accountants selected by Holder, acting reasonably and in good faith, and any such determination will be binding on the Maker and the Holder. The Maker will provide such accountants with access to all necessary records of the Maker.

6.4 The adjustments provided for in this Article 6 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other event resulting in any adjustment under the provisions of Article 6.

No Requirement for Fractional Common Shares.

The Maker shall not be required to issue fractional Common Shares upon the conversion of this Note pursuant to Article 5. If any fractional interest in a Common Share, would, except for the provisions of this Section 7, be deliverable upon the conversion of any amount hereunder, the number of Common Shares to be issued shall be rounded down to the nearest whole Common Share and in lieu of fractional Common Shares, the Maker shall pay to the Holder within ten (10) Business Days after the Conversion Date an amount in lawful money of United States of America equal to fair market value of the Common Shares on such date multiplied by an amount equal to the fractional interest of Common Shares such Holder would otherwise be entitled to receive upon such exercise or upon conversion, provided that the Maker shall not be required to make any payment, calculated as aforesaid, that is less than $1.00.

Maker to Reserve Common Shares.

The Maker covenants with the Holder that it will at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of the Conversion Right, and conditionally allot to the Holder, such number of Common Shares as shall then be issuable upon the conversion of this Note. The Maker covenants with the Holder that all Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable. The Maker covenants with the Holder to cause the Common Shares and the certificates, as applicable, representing the Common Shares, from time to time acquired pursuant to the exercise of the Conversion Right, to be duly issued and delivered in accordance with the terms thereof.

The Common Shares issued upon conversion of this Note will bear the following legends:

"THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, (OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT) ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C)

PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES AND, IN THE CASE OF PARAGRAPH (C) OR (D) ABOVE, OR IF OTHERWISE REQUIRED BY THE COMPANY, THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

The Maker agrees that, subject to applicable law, it will support and assist Holder's request for removal of a restrictive legend (including furnishing of opinions) and completion of such transfer.

Certificate as to Adjustment.

The Maker shall from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Article 6, deliver an officer's certificate to the Holder specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such certificate shall be binding and determinative of the adjustment to be made, absent manifest error.

Shareholder of Record.

For all purposes, on the Conversion Date, the Holder shall be deemed to have become the holder of record of the Common Shares into which the Principal Amount of this Note (or a portion thereof) is converted in accordance with Article 5.

Taxes.

Maker shall pay all taxes or documentary stamps required to make this Note valid and enforceable and waives any defenses to enforcement of this Note should the appropriate amount not be paid or affixed.

Remedies; Collection.

12.1 Any event of default by any Obligor or any affiliate thereof under the Guaranty Agreements or any of the Collateral Documents (collectively with this Note, the "Documents"), shall be deemed an "event of default" by the Maker under this Note.

12.2 Upon the occurrence of an event of a default hereunder, following the receipt of written notice from the Holder to the Obligors and the Senior Agent (as defined in the Subordination Agreement), the Obligors (as defined below), jointly and severally, hereby agree and promise to pay all of the Holder's costs of enforcement, protection and collection including those costs and fees related any workout, restructuring or negotiations or to any appeals in connection herewith.

12.3 For the avoidance of doubt, the rights of the Holder set forth in this Section 12 and Section 15 shall be subject to the provisions of the Subordination Agreement.

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Prepayment.

13.1 Maker may not prepay this Note without the prior written consent of Holder.

Covenants; Amendment; Interpretation.

14.1 Maker covenants and agrees to comply with each of the covenants, conditions, provisions and agreements contained in this Note and the Collateral Documents.

14.2 Maker shall promptly, as soon as reasonably practicable, provide Holder with written notice of:

(a) any breach, default or event of default under the terms of any Document;

(b) the formation, organization or acquisition of any Subsidiary of the Maker;

(c) any breach, default or event of default under the terms of the Credit Agreement or any loan, security or collateral documents thereunder; and

(d) any amendment or waiver of any terms or obligations under or amendment of the Credit Agreement that would affect Holder's rights to the Collateral.

14.3 The Maker and Guarantors now or hereafter existing (hereinafter "Obligor" or "Obligors") for themselves, their heirs, legal representatives, successors, and assigns, respectively, and severally, hereby expressly consent to any and all extensions and renewals, in whole or in part, and all delays in time of payment or other performance which the Holder hereof may grant or permit at any time and from time to time without limitation, and without any notice to or further consent of any Obligor. No action or inaction by Holder shall discharge any party liable for the payment thereof, and the liability of all such parties shall continue until actual payment is received by the Holder. Without limiting the generality of the foregoing, the release or discharge of any Obligor shall not discharge any other Obligor, and the release or impairment of any Collateral, the taking of a renewal note for part or all of the indebtedness hereunder, or a change in the interest rate, shall not discharge any Obligor.

14.4 This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

14.5 Notwithstanding any provisions to the contrary in this Note, in no event shall this Note or such other instruments require the payment of or permit the collection of interest in excess of the maximum amount permitted by Applicable Law. If any such excess of interest is contracted for, charged or received under this Note, or in the event the maturity of the indebtedness evidenced hereby is accelerated in whole or in part, or in the event that all or part of the principal or interest of this Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under this Note shall exceed the maximum amount of interest permitted by the applicable usury laws, then in any such event, (a) the provisions of this paragraph shall govern or control, (b) neither the undersigned nor any other person or entity now or thereafter liable for the payment of this Note shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by the applicable usury laws, (c) any such excess which may have been collected shall be either applied as a credit against the

then unpaid principal amount hereof or refunded to the undersigned, at the Holder's option, and (d) the effective rate of interest for this Note shall be automatically reduced to the maximum lawful rate allowed for this Note under the applicable usury jurisdiction thereof.

14.6 Wherever possible, each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited or invalid under Applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provision of this Note. No delay or failure on the part of Holder in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Holder of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Holder, at its option, may enforce its rights against the Collateral securing this Note or against any Guarantor, without enforcing its rights against Maker or any other property or indebtedness.

Default.

15.1 The following shall constitute events of default under this Note and shall entitle Holder, subject to the terms and conditions of the Subordination Agreement, to exercise all of Holder's rights and remedies, including, but not limited to the right to accelerate repayment of the total amount of the Obligations:

(a) The failure of Borrower to pay any of the amounts when due or to perform on any other condition or obligation of this Note, after giving effect to the grace periods provided in Section 15.2.

(b) If any material representation or warranty of Borrower contained in this Note, or of any applicable Obligor under any other Document to which such Obligor is a party is not true, accurate and complete or is materially misleading.

(c) If any Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and the Senior Indebtedness (as defined in the Subordination Agreement) has been accelerated in connection therewith.

(d) Default in the delivery, when due, of any Common Shares or other consideration, payable the Holder's exercise of conversion with respect to this Note.

(e) The failure of any Obligor to perform, observe or comply with any of the provisions of this Note or any of the other Documents to which such Obligor is a party, after giving effect to the grace period provided in Section 15.2.

(f) The filing of any case, proceeding or petition for relief under any Debtor Relief Laws or any similar federal, provincial or state statute by or against any Obligor or any failure of any Obligor to generally pay their debts as they become due, or admission in writing by any material Obligor that it is not generally able to pay its debts as they become due.

(g) An application for the appointment of a receiver or the making of a general assignment for the benefit of creditors by, or the insolvency of, any material Obligor.

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(h) The dissolution, merger, consolidation or reorganization of any material Obligor, other than with the prior written consent of Holder.

(i) If there is any Change of Control of the Maker or any material Obligor, whether voluntary or involuntary, by sale, merger, consolidation, reorganization or otherwise, other than with the prior written consent of Holder or as permitted under the Credit Agreement or Section 15.4 of this Note.

(j) If any creditor of any Obligor accelerates the payment of any debt for money (other than the Senior Indebtedness) borrowed of at least [Redacted - commercially sensitive] owing to it by any Obligor; provided, however, following any Refinancing (as defined in the Subordination Agreement), if any creditor of any Obligor accelerates, or commences action to accelerate, the payment of any debt for money borrowed of at least [Redacted - commercially sensitive] owing to it by any Obligor.

(k) If any material provision of any Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect; or the Maker or any other Person contests in writing the validity or enforceability of any provision of any Document; or any Obligor denies in writing that it has any or further liability or obligation under any Document, or purports in writing to revoke, terminate or rescind any Document.

15.2 The Maker shall have thirty (30) days to cure any of the above non-monetary events of default and shall have a ten (10) day grace period on all monetary defaults. Upon the Maker's failure to cure within such grace periods, the entire unpaid Principal Amount balance hereof, together with all of the other Obligations and a Prepayment Fee thereon, shall, at the option of Holder and without notice to or demand upon Maker, all of which notice and demand Maker expressly waives, become immediately due and payable. Upon any such default, the Maker agrees to pay interest on the Obligations then outstanding at the maximum interest rate permitted by law from time to time, which shall accrue and be paid as a condition precedent to the curing of any default. Any property of the Maker held by the Holder hereof may as hereinafter provided be applied by the Holder to any sums due and unpaid pursuant to this Note.

15.3 A late charge in an amount equal to five percent (5%) of the payment then due shall be imposed on any payment not made within the ten (10) day grace period to compensate the Holder the additional costs, including, but not limited to, increased administrative costs, costs for additional bookkeeping entries, collection activity, and other similar items incurred as a result of the late payment. The parties recognize that the exact amount of such additional costs which will be incurred by the Holder are difficult to calculate and the late charge provided for hereunder represents a reasonable estimate of those probable costs. In no event shall this provision waive the Holder's right to declare a default and acceleration of the principal balance outstanding for any payment not made.

15.4 In the event the Maker sells any of the Collateral subject to this Note (other than as may be permitted under the Credit Agreement or any other Senior Loan Document (as defined in the Subordination Agreement), including any subsequent credit agreement, loan agreement or functionally equivalent document entered into by the Borrower and the other Loan Parties in connection with any Eligible Refinancing), at the sole discretion of the Holder, the entire Principal Amount balance due and remaining on this Note and any accrued but unpaid interest shall immediately become due and payable.

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15.5 Notwithstanding anything to the contrary in this Section 15 or otherwise contained herein, all rights of the Holder under this Section 15 shall be subject to the terms and conditions of the Subordination Agreement.

Additional Guarantors and Collateral Matters.

16.1 The Borrower shall cause each Subsidiary organized or acquired after the Issue Date to become a Guarantor within sixty (60) (or such later time as the Holder may agree in its sole discretion) following the date of acquisition or organization, by (i) executing and delivering a supplement to the Guaranty Agreement, a supplement to the applicable Security Agreement and such other documents as the Holder may reasonably request and (ii) taking such other actions as are necessary to deliver certificates, documents, opinions and statements with respect to such new Subsidiary, Collateral Assignments and other Collateral Documents (other than such Security Agreement) to be executed or consented to in writing by third parties shall be required to be delivered within thirty (30) days of such joinder (or such later time as the Holder may agree in its sole discretion).

16.2 The Borrower shall, and shall cause such new Subsidiary and each other Obligor, to execute any and all further documents, financing statements, agreements and instruments (including, without limitation, legal opinions, corporate documents, corporate authorizations, and/or lien searches) with respect to such new Subsidiary, and take all further action (including filing Uniform Commercial Code and other financing statements) that may be required under applicable law, or that the Holder may reasonably request, in order to effectuate the transactions contemplated by the Documents and in order to grant, preserve, protect and perfect the validity and priority (subject to Permitted Liens (as defined in the Credit Agreement)) of the security interests created or intended to be created by the Collateral Documents. In addition, from time to time, the Borrower shall, and shall cause each other Obligor and each such new Subsidiary, at its cost and expense, promptly secure the Obligations by pledging, charging, or creating, or causing to be pledged, charged or created, perfected security interests with respect to such of its assets and properties as the Holder shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Loan Parties including real and other properties acquired subsequent to the Issue Date). Such security interests and Liens will be created under the Collateral Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Holder. The Borrower agrees to provide such evidence as the Holder shall reasonably request as to the perfection and priority status of each such security interest and lien.

General.

17.1 The term "Maker" or "Borrower" as used herein, in every instance, shall include the heirs, executors, administrators, successors, legal representatives, and assigns of Maker or Borrower, shall denote the singular and/or plural, the masculine and/or feminine, and natural and/or artificial persons wherever and whenever the context so requires or admits.

17.2 MAKER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, CROSSCLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE OR ANY OF THE OTHER DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. MAKER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT

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OF THE HOLDER NOR THE HOLDER'S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE HOLDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. MAKER ACKNOWLEDGES THAT THE HOLDER HAS BEEN INDUCED TO ENTER INTO THIS LOAN, INCLUDING THIS NOTE, BY INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH.

17.3 This Note shall be governed by and construed and enforced in accordance with the laws of the State of Florida. Venue for any action arising out of this Note shall be exclusively brought in a federal or state court of competent jurisdiction sitting in Escambia County, Florida.

17.4 The inclusion of headings in this Note is for convenience of reference only and shall not affect the construction or interpretation hereof.

17.5 In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then, except as otherwise provided herein, such action shall be required to be taken on a Business Day which is the next following day that is a Business Day.

17.6 Unless otherwise indicated, all amounts in this Note are stated and shall be paid in currency of the United States of America.

17.7 The following terms shall have the following definitions in this Note:

(a) “Applicable Law” means, as to any Person, all applicable laws binding upon such Person or to which such a Person is subject.

(b) “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario or Miami, Florida are authorized by law to close.

(c) “Change of Control” means, whether voluntary or involuntary, direct or indirect, and in one or a series of transactions, (i) sells, leases, transfers, conveys, or otherwise disposes of all or substantially all of the assets or property of Maker, or (ii) any Person or group of Persons “acting jointly or in concert” (within the meaning of applicable securities laws) purchases, owns or beneficially owns, or exercised control over an aggregate of more than 50% of the then outstanding Common Shares.

(d) “Collateral” means the property, rights, assets, and interests that are pledged by the Obligors in favor of the Holder pursuant to the Collateral Documents, as the same may be amended, supplemented or otherwise modified at any time or from time to time.

(e) “Collateral Assignments” means Collateral Assignments (as such Collateral Assignments may be amended, supplemented or otherwise modified from time to time), entered into or to be entered into, as the context requires, by the applicable Obligors party thereto in favor of the Holder, assigning each such Obligor's rights under the Collateral identified therein.

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(f) "Collateral Documents" means the Guaranty Agreements, Security Agreements, the Collateral Assignments, any mortgages, and all security agreements, intellectual property security agreements, control agreements, financing statements, and other instruments and documents required to be delivered by a Loan Party in connection with any of the foregoing.

(g) "Common Shares" means, subject to adjustment by application of Section 6.2, the common shares in the capital of the Maker (or into equity of any successor entity of the Maker resulting from a Change of Control), and "Common Share" shall mean any one of them.

(h) "Conversion Price" means, subject to adjustment by application of Section 6.1, $0.21 per Common Share.

(i) "CSE" means the Canadian Stock Exchange.

(j) "Debtor Relief Laws" means the Bankruptcy Code of the United States of America, the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, arrangement, rearrangement, receivership, insolvency, reorganization, or similar laws providing debtor relief or otherwise affecting the enforcement of creditors' rights generally, including any proceeding under corporate law or other law whereby a corporation seeks a stay or a compromise of the claims of its creditors against it, of the United States, Canada, or other applicable jurisdictions from time to time in effect.

(k) "Guarantors" means Maker and each Subsidiary Guarantor and each other Person that guarantees all or any part of the Obligations.

(l) "Guaranty Agreements" means, collectively, (i) that certain Guaranty [a]greement among Consortium Holdings, Servicing and Can Endeavour dated as of January 1, 2019, (ii) that certain Guaranty [a]greement between Maker and Can Endeavour dated as of March 22, 2019, and (iii) each other guaranty agreement executed by an Obligor to guaranty the Obligations, in form and substance identical to the Guaranty [a]greements described in clauses (i) and (ii) above, as each such Guaranty Agreement may be amended, supplemented or modified from time to time, and specifically including the amendment as of this date of the Guaranty Agreements described in clauses (i) and (ii) to guarantee this Note and all related Collateral Documents.

(m) "Person" means an individual, natural person, partnership, corporation, company, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture, government, governmental body or any other entity, whether acting in an individual, fiduciary or other capacity, state or political subdivision thereof or any agency of such state or subdivision.

(n) "Security Agreements" means, collectively, (i) that certain Security Agreement dated as of January 1, 2019, by and between Consortium Florida, LLC and the Holder, and (ii) each other security agreement with an Obligor to secure the Obligations, in form and substance identical to the security agreement described in clause (i) above, as each such Security Agreement may be amended,

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supplemented or modified from time to time, and specifically including the amendment as of this date of the Security Agreement described in clause (i) to secure this Note and all Collateral Documents, to add Maker as a party, and to increase the collateral thereunder to include all assets of Maker and all of its affiliates.

(o) “Subsidiary” of a Person means a corporation, partnership, limited liability company, unlimited liability company, association or joint venture or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time owned or the management of which is controlled, directly, or indirectly through one or more intermediaries, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Marker. For the avoidance of doubt, Cansortium Columbia S.A.S. is not a Subsidiary of any Obligor or Subsidiary of an Obligor owns of controls a majority of the equity interests having ordinary voting power for the election of directors or other governing body thereof.

(p) “Subsidiary Guarantor” means (a) as of the Issue Date, Cansortium Holdings, Servicing, Cansortium International Inc., Cansortium Canada Holdings Inc., Cansortium Florida, LLC, Spirit Lake Road Nursery LLC, Cansortium Pennsylvania, LLC, Cansortium Texas, LLC, Trick Tail Capital LLC, Cavern Capital Holdings LLC and Fluent Hemp, LLC, and (b) as of any date subsequent to the Issue Date, each Person that is or becomes a party to the Guaranty Agreement or otherwise guarantees all or any part of the Obligations.

[Signature Pages Follow]

This Note is made at the place and as of the date first written above and representing a loan of $6,500,000.00.

CANSORTIUM INC.

Per:
Name: Robert Beasley
Title: Chief Executive Officer

[Signature Page to Smith Promissory Note]

ACKNOWLEDGED AND AGREED as of the date first written above.

CAN ENDEAVOUR LLC

By:
Name:
Title:
Address:
CAN ENDEAVOUR LLC
[ ]
[ ]
Attn: [ ]
Telephone No.: [ ]
Email: [ ]

[Signature Page to Smith Promissory Note]

EXHIBIT A

[Redacted - private]

EXHIBIT B

Notice of Conversion

TO: CANSORTIUM INC. (the "Borrower")

Pursuant to the Secured Subordinated Convertible Note (the "Note") of the Borrower issued on November 26, 2024 to the undersigned Holder, whether Can Endeavour LLC or a successor or assignee authorized under Applicable Law, the undersigned hereby notifies you that $ of the Principal Amount, plus $__ in accrued but unpaid interest as of the Conversion Date for an aggregate Conversion Amount of $__, shall be converted into common shares of Consortium Inc. ("Common Shares") on ______ (the "Conversion Date") in accordance with the terms of the Note (which terms, for the avoidance of doubt, are those set forth in the agreed form of note annexed to the Termination Agreement. Capitalized terms not otherwise defined herein shall have the meaning defined in the Note.

The Common Shares to be issued shall be delivered as follows:

Name	Brokerage account of Holder	# of Common Shares

DATED as of the ___ day of __, 20___.

SIGNED by the above-named Holder:

SCHEDULE "B"

See attached form of Subordination Agreement.

[Redacted - commercially sensitive]

AI assistant

FLUENT Regulatory Filings 2024

47705_rns_2024-12-06_57600dd4-edd9-4b3d-a7e4-d4ce2192b126.pdf

AMENDED AND RESTATED TERMINATION AGREEMENT

SCHEDULE "A"

CANSORTIUM INC.

Secured Subordinated Convertible Note

SCHEDULE "B"

AI assistant

FLUENT — Regulatory Filings 2024

47705_rns_2024-12-06_57600dd4-edd9-4b3d-a7e4-d4ce2192b126.pdf

AMENDED AND RESTATED TERMINATION AGREEMENT

SCHEDULE "A"

CANSORTIUM INC.

Secured Subordinated Convertible Note

SCHEDULE "B"

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FLUENT Regulatory Filings 2024