Exhibit 10.22

SEVERANCE AGREEMENT  AND RELEASE

THIS SEVERANCE AGREEMENT AND RELEASE ("Agreement") is entered into as of the date on the signature page, by and between MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the "Company") and Ryan Lissack ("Employee") (together the "Parties").

RECITALS

This Agreement is entered into with reference to the following facts:

WHEREAS, Employee was employed by Company on an at-will basis at all times and until March 27, 2020 (the "Separation Date") which is the employment termination date for the Employee for all purposes, except as otherwise set forth herein, meaning the Employee is not entitled to any further compensation, monies, or other benefits from the Company as of the Separation Date;

WHEREAS, after the Separation Date Employee will not and has not represented himself or herself as being an employee, officer, agent, or representative of the Company for any purpose; and

WHEREAS, it is now the Company's desire and intention to provide a severance benefit and to resolve any and all disputes between Company and Employee relating to Employee's employment with and/or separation from Company.

NOW, THEREFORE, in consideration of the mutual agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

The parties acknowledge that the Recitals stated above are fully incorporated and are part of this Agreement.

1. Purpose. This Agreement is not and shall not in any way be considered or interpreted as an admission by Company, or any of its directors, officers, agents, employees or representatives, of any acts of discrimination whatsoever against Employee, or any other person, or that Company violated any federal, state, or local law, or that Employee's separation from employment was unwarranted, unjustified, discriminatory or otherwise unlawful. This Agreement is the good faith settlement of any potential disputed claims, and Company specifically disclaims any liability to or discrimination against Employee or any other person, on the part of itself, its directors, officers, agents, employees, or representatives.

Employee acknowledges that Company is not entering into this Agreement because it believes that Employee has any cognizable legal claim against the Released Parties (defined below). IfEmployee elects not to sign this Agreement, the fact that this Agreement was offered will not be understood as an indication that the Released Parties believed Employee was treated unlawfully in any respect.

2. Employee's Separation. Effective on the Separation Date, Employee shall permanently separate from his or her employment with Company, and upon such Separation Date his or her employment relationship with Company, its parents, affiliates, and successors is permanently and irrevocably severed and terminated. Company and Employee agree that Employee will be deemed to have separated from his or her employment with Company, effective on the Separation Date, in exchange for this Release of all claims.

3. Severance. In consideration of Employee's full waiver and release of all claims as set forth herein, and provided Employee signs and does not revoke this Agreement, Employee returns all company property, including Employee's company laptop, and Employee fully abides by the terms of this Agreement, Company agrees to provide Employee the following severance benefit (the "Severance Benefit"):

(a) Effective February 25, 2019, the Company and Employee entered into a Promissory Note whereby the Company loaned Employee Four Hundred Thousand Dollars and Zero Cents ($400,000.00) (the "Loan"). Employee has not made any payments to the Company under the Promissory Note, and Employee currently owes Company the entire balance of the Loan plus interest. As a severance benefit, the Company hereby agrees to forgive the outstanding principal and interest due under the Promissory Note, in the approximate amount of Four Hundred Thousand Dollars and Zero Cents ($400,000.00).

(b) The Company shall provide a grant of public company stock (the "Stock Grant") equal to 429,185 shares of MedMen Enterprises, Inc. ("MME, Inc.") with a deemed issue price of $0.26. Employee's interest in said stock in MME, Inc. shall be deemed to have immediately vested upon issuance of the grant. The grant of said stock shall be subject to full compliance by the parties with the terms, conditions and requirements of the governing documents for that Company. All stock issued hereunder shall contain the standard legend referencing the Securities Act of 1933 that is attached to all shares of the Company's stock that are issued to U.S. residents.

(c) Company and Employee acknowledge that Employee was granted certain non-qualified stock options in MedMen Enterprises, Inc. (the "Options"), to purchase up to 311,763 Class B Subordinate Voting Shares at $3.20 USD exercise price per share, pursuant to a Board Resolution, effective February 25, 2019 (the "Board Resolution"). Employee expressly acknowledges and agrees that, as of the Separation Date, his interests in 103,921 of Options have vested and his interests in the remaining 207,842 Options have not vested. As a further severance benefit, the Company agrees to accelerate the vesting of 103,921 of the unvested options, so as to vest as of the Separation Date (the "Severance Options Award"). The Severance Options Award shall be subject to all of the terms, conditions, and requirements of the governing documents of MedMen Enterprises Inc. and the MedMen Enterprises Inc. 2018 Stock and Incentive Plan and the Board Resolution, as modified by this Section.

(d) If Employee elects to continue coverage under COBRA, the Company will reimburse Employee for the required COBRA premium for continued coverage for up to twelve (12) months from the Separation Date. If at any time during this twelve (12) month period, Employee obtains health insurance benefits unrelated to the COBRA benefits herein, the Company's obligations under this Section 3(d) shall cease, and the Company shall not be responsible for any further COBRA premiums. In order to receive reimbursement, Employee must provide the Company with proof of a COBRA premium payment within thirty (30) calendar days of such payment by Employee.

The Stock Grant shall be issued to Employee as soon as practicable following the Effective Date (as defined below), and in any even within sixty (60) after the Effective Date of this Agreement, and the Loan shall be forgiven upon the Effective Date of this Agreement.  The Effective Date of this Agreement shall be eight days after the day that Employee signs the Agreement and delivers it to Company, absent revocation (the "Effective Date").  Employee specifically acknowledges and agrees that the Severance Benefit set forth in this Section 3 constitutes adequate and full consideration for this Agreement.  Employee further acknowledges that he would not otherwise be entitled to this Severance Benefit under any employment agreement, Company policy, or any law.

4. Benefits. The parties agree that Employee shall receive any and all benefits due to Employee upon termination of employment in accordance with the Company's policies and benefits plans, including, without limitation, accrued but unused vacation pay, if applicable, and any vested pension or other vested retirement benefits. However, your health insurance benefits will continue through the end of this month, and you will receive paperwork regarding your right to continue your coverage under COBRA.

5. Equity. Company and Employee acknowledge that Employee was granted certain non-qualified stock options in MedMen Enterprises, Inc. (the "Options"), and certain restricted stock units in MedMen Enterprises, Inc. ("RSUs"), and, except as stated in Section 3(c), supra, that his or her interests in the Options and RSUs have not vested and will not vest (the "Unvested Options and RSUs"). Employee expressly acknowledges and agrees that, on the Effoctive Date, and in consideration of the severance set forth in this Agreement, and the other terms and conditions of this Agreement, Employee will and hereby does forfeit all rights, title and interest, whether legal or equitable, vested or unvested, actual or contingent, in, under or to the Unvested Options and RSUs, and, as of the Separation Date, Employee shall have no claims or rights in or to any the Unvested Options and RSUs. Employee further agrees to execute such other documents as may be required to confirm and effectuate the termination and forfeiture.

6. Payment of Wages. Employee acknowledges that the Severance Benefit provided by the Company to Employee is a voluntary act that would not be made except for Employee's agreement to all of the terms of this Agreement. Employee further acknowledges that Severance Benefit is in addition to and not in lieu of any other amounts due to Employee as wages as of the Separation Date.

Employee and Company acknowledge and agree that Company has paid Employee the sum of (i) all amounts earned as wages during the period commencing at the end of the regularly scheduled pay period ending on the Separation Date, and (ii) all accrued but unused vacation time and/or paid time off (collectively "Final Pay") on the Separation Date. Employee further acknowledges that Company has provided him all meal and rest periods, overtime pay, and has been fully reimbursed for any unpaid business expenses under the California Labor Code.

In accordance with the Company's bonus payment practices, the Company shall provide a grant of public company stock equal to 889,680 shares of MME, Inc. with a deemed issue price of $0.28 for Employee's 2019 bonus as stated in his November 27, 2018 offer letter (the "2019 Bonus Stock Grant"). Employee's interest in said stock in MME, Inc. shall be deemed to have immediately vested upon issuance of the grant. The grant of said stock shall be subject to full compliance by the parties with the terms, conditions and requirements of the governing documents for that Company. All stock issued hereunder shall contain the standard legend referencing the Securities Act of 1933 that is attached to all shares of the Company's stock that are issued to U.S. residents. The 2019 Bonus Stock Grant shall be issued to Employee as soon as practicable, and in any event within sixty (60) after the Effective Date of this Agreement.

Employee agrees that as of the Separation Date, Company shall have no obligation to Employee other than Final Pay and any duties and obligations created by this Agreement. By cashing, depositing, or otherwise negotiating Company's check, Employee will conclusively agree that amounts received as Final Pay are correct and constitute payment in full of all amounts due Employee.

The Employee understands, acknowledges, and agrees that these benefits exceed what the Employee is otherwise entitled to receive on separation from employment and that these benefits are being given as consideration in exchange for executing this Agreement and the general release and restrictive covenants contained in it. The Employee further acknowledges that the Employee is not entitled to any additional payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Employer to provide these or other benefits to any individuals other than the Employee.

7. Referrals. Company agrees that it will answer all reference inquiries with respect to Employee by stating the separation date, dates of employment, and job title.

8. Unemployment Insurance Claim. Company agrees that it will not contest or oppose Employee's claim for unemployment insurance benefits if any is made.

9. Employee's Release and Waiver. Employee hereby forever releases and discharges Company and its affiliates (including but not limited to MMMG, LLC a Nevada limited liability company and MedMen Enterprises, Inc.), successors and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, insurers, and shareholders (collectively, the "Released Parties"), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that Employee had, now has or may hereafter claim to have against the Released Parties arising out of or relating in any way to Employee's employment with and separation from Company (including but not limited to any claims arising out of or relating in any way to the employment, the Options, or the RSUs), or otherwise relating to any of the Released Parties from the beginning oftime to the date of this Agreement (the "Release"). This Release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers' Benefits Protection Act (29 U.S.C. §626), as amended, the Worker Adjustment and Retraining Notification Act, as amended, Section 806 of the Sarbanes-Oxley Act, the Family and Medical Leave Act, as amended, the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code; provided, however, that this Release does not waive, release, or otherwise discharge any right to indemnity pursuant to Labor Code 2802, or to the extent such rights exist, any rights to defense and indemnity under the Company's bylaws, articles or otherwise under applicable law or any applicable directors and officer's insurance policy, or any claim or cause of action that cannot legally be waived as a matter oflaw, including, but not limited to, workers' compensation benefits and unemployment benefits.

To comply with the Older Workers' Benefits Protection Act (29 U.S.C. §626(f)) and effectuate the release by Employee of any potential claims under the federal Age Discrimination in Employment Act, Employee agrees as follows:

(a) Employee specifically understands and acknowledges that the Age Discrimination in Employment Act of 1967, as amended, provides Employee the right to bring a claim against the Released Parties if Employee believes that the Release Parties have discriminated against Employee on the basis of age. Employee understands the rights under this Act and agrees that, by signing this Agreement, Employee may not file any claim or action against any of the Released Parties based on any alleged violation(s) of the Age Discrimination in Employment Act through the Effective Date of this Agreement. Employee waives any right to assert a claim for relief available under the Age Discrimination in Employment Act, including, but not limited to, back pay, attorneys' fees, damages, lost benefits, reinstatement or injunctive relief for any act or omission by any of the Released Parties through the Effective Date of this Agreement.

(b) Employee understands and agrees that Employee has twenty-one (21) calendar days to consider this Agreement. Employee is advised to consult an attorney regarding this, and all provisions, in this Agreement before signing it. Employee further acknowledges, understands, and agrees that if Employee signs this Agreement prior to the twenty-one (21) day period expiring, the decision to do so is Employee's and that as a result, Employee will have voluntarily, knowingly, and willingly waived the twenty-one (21) day period. Employee further acknowledges, understands, and agrees that this Agreement shall not become effective and enforceable until seven (7) calendar days after Employee has signed it. During this seven (7) calendar-day-period, Employee may revoke this Agreement ("Revocation Period"). If Employee elects to revoke this Agreement during this seven-day period, Employee agrees to deliver or cause the revocation in writing to be delivered to MedMen, (Attn: Dan Edwards; dan.edwards@medmen. com). Employee will ensure that such notification will arrive within this seven (7) day period. Employee understands that revoking this Agreement will void it and he will not be entitled to any benefits under this Agreement.

10. Waiver Under Section 1542 of the California Civil Code. For the purpose of implementing a full and complete release, Employee understands and agrees that this Agreement is intended to include all claims, if any, which Employee may have and which Employee does not now know or suspect to exist in his or her favor against the Released Parties and this Agreement extinguishes those claims. Accordingly, Employee expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California ("Section 1542") and any similar statute or regulation in any other applicable jurisdiction. Section 1542 states as follows:

Employee understands that Section 1542 gives him the right not to release existing claims of which he is not now aware, unless he voluntarily chooses to waive this right. Even though Employee is aware of the rights described in Section 1542, Employee nevertheless hereby voluntarily waives such rights and elects to assume all risks for claims that now exist in his or her favor, known or unknown, arising from the subject matter of the general release in this Agreement.

11. Employee Representations. The Employee specifically represents, warrants, and confirms that the Employee (a) has not filed any claims, complaints, or actions of any kind against the Company with any court of law, or local, state, or federal government or agency; (b) has not made any claims or allegations to the Employer related to sexual assault or abuse, sexual harassment, or sex discrimination, and that none of the payments set forth in this Agreement are related to sexual abuse or sexual harassment; (c) has been properly paid for all hours worked for the Company; (d) has received all wages, salary, commissions, bonuses, and other compensation due to the Employee, including the Employee's final paycheck for wages/salary and any accrued but unused vacation/paid time off through and including the Separation Date; (e) will receive the 2019 Bonus Stock Grant as soon as practicable, and in any event within sixty (60) after the Effective Date of this Agreement; and (t) has not engaged in and is not aware of any conduct relating to the business of the Company which is unlawful under applicable state or local laws.

Ifany of these statements is not true, the Employee cannot sign this Agreement and must notify the Employer immediately in writing of the statements that are not true. This notice will not automatically disqualify the Employee from receiving these benefits but will require the Employer's further review and consideration.

12. No Claims or Lawsuits. Employee agrees not to bring any claim, action, suit or proceeding against Company or any of the other Released Parties regarding the matters settled, released and dismissed hereby, including, but not limited to, any claim, action, suit or proceeding raised or that could have been raised in connection with any claim or matter which is the subject of the Release. Employee further agrees not to assist any other person in prosecuting an action, suit, or proceeding against Company or any other Released Parties. Employee further agrees that this Agreement is a bar to any such claim, action, suit, or proceeding.

13. Participation in Agency Proceedings. Nothing in this Agreement shall prevent Employee from filing a charge (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (the "EEOC"), the National Labor Relations Board (the "NLRB"), the California Department of Fair Employment and Housing (the "DFEH"), or other similar federal, state, or local agency, from participating in any investigation or proceeding conducted by the EEOC, the NLRB, the DFEH, or similar federal, state or local agencies, or testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of any other party, or on the part of the agents or employees of another party, when the person testifying has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or legislature. However, by entering into this Agreement, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, NLRB, DFEH or similar federal, state, or local agency proceeding, including any subsequent legal action.

14. Trade Secrets and Confidential Information/Company Property. The Employee understands and acknowledges that during the course of employment with the Company, the Employee has had access to and learned about confidential, secret, and proprietary documents, materials, and other information, in tangible and intangible form, of and relating to the Company and its businesses and existing and prospective customers, suppliers, investors, and other associated third parties ("Confidential Information"). The Employee further understands and acknowledges that this Confidential Information and the Company's ability to reserve it for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential Information by the Employee may cause the Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties.

For the purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, device configurations, embedded data, compilations, metadata, algorithms, technologies, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes , experimental results, specifications, customer information , customer lists, client information, client lists, manufacturing information, factory lists, distributor lists, and buyer lists, of the Company or its businesses or any existing or prospective customer, supplier, investor, or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.

The Employee understands that the above list is not exhaustive and that Confidential Information also includes other information that is marked or otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances inwhich the information is known or used.

The Employee understands and agrees that Confidential Information developed by the Employee in the course of the Employee's employment by the Company is subject to the terms and conditions of this Agreement as if the Company furnished the same Confidential Information to the Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Employee, provided that the disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee's behalf.

Employee agrees and covenants: (a) to treat all Confidential Information as strictly confidential; (b) not to directly or indirectly disclose, publish, communicate, or make available Confidential information, or allow it to be disclosed, published, communicated , or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company; and (c) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as allowed by applicable law.

The Employee understands and acknowledges that the Employee's obligations under this Agreement regarding any particular Confidential Information begin immediately and shall continue after the Employee's employment by the Company until the Confidential Information has become public knowledge other than as a result of the Employee's breach of this Agreement or a breach by those acting in concert with the Employee or on the Employee's behalf. Any violation by Employee of this Section shall constitute a material breach of this Agreement. Employee's signature below constitutes his or her certification that Employee has returned all documents, property, and other items provided to him or her by the Company, developed, or obtained by him or her in connection with his or her employment with the Company, or otherwise belonging to the Company. Employee further represents, warrants, and agrees that he or she will continue to comply with all terms and conditions of the Confidentiality and Proprietary Rights Agreement , attached hereto as Exhibit A, and any and all Confidentiality Agreements, Non-Disclosure Agreements, or any other Agreement to Protect Proprietary Information of Company, and that such continuing obligations survive the ending of his or her employment.  Employee represents and warrants that he or she has not and will not misuse or disclose Confidential Information to any unauthorized party. Employee understands and acknowledges that this representation and warranty extends to his or her continuing duty of non- disclosure related to any and all privileged information obtained durin his or her employment with the Company. Employee hereby grants consent to notification bylCompany to any new employer of Employee about Employee's obligations under this provision.

15. Warranty and Indemnification Regarding Non-Assitment of Claims. Employee hereby represents and warrants that he is the sole and rightl owner of all right, title, and interest in and to every claim or matter which is the subject of the elease, and has not heretofore assigned or otherwise transferred, and shall not assign or ottlerwise transfer, any interest in the claims which are the subject of the Release which he ma have against the Released Parties, or any of them, and has not heretofore created or giv n rise, and shall not create or give rise to any lien, charge, encumbrance or other right by which arl.y other person or entity may claim all or any part of the consideration paid to Employee pursuaht to Section 3 of this Agreement. Employee agrees to indemnify and hold Company and all ther Released Parties harmless from any liabilities, claims, demands, damages, costs, expens s and attorneys' fees incurred as a result of any person or entity asserting any claim or cause of action based upon any such assignment or transfer or purported assignment or transfer, or any such lien, charge or encumbrance.

16. Responsibility for Tax Liability. Employee recognizes and agrees that he alone is responsible for any local, state, or federal taxes that may be assessed \or owing with respect to the Severance Benefit that Employee receives. Employee, therefore, arees to make no claim against Company for any payment or non-payment of taxes or regardin or relating to the reporting of the payment described in this Agreement, if any, to any ta ing authorities . Employee acknowledges and agrees that Company has made no repre s ntations to him and has provided no advice to him regarding the tax consequences of the mone s received by him pursuant to this Agreement. Employee agrees to pay federal and state t xes, if any, which are required by law to be paid with respect to the Severance Benefit. Empl yee further agrees to indemnify and hold Company harmless from any claims, demands, de ciencies, levies, assessments, executions, judgments or recoveries by any governmental 1entity against Company for any amounts claimed due on account of this Agreement or pursuant to claims made under any federal or state tax laws, and any costs, expenses or damages sustained by Company by reason of any such claims, including any amounts paid by Company as taxes, deficiencies, levies, assessments, fines, penalties, interest, attorney fees or otherwise.

17. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination constitutes a "separation from service" under Section 409A. Notwithstanding the foregoing, Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall Employer be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

18. Non-Disparagement. Employee agrees that he or she shall not, at any time, make, directly or indirectly, any oral or written statements that are disparaging of the Company, or any of its parents, subsidiaries, affiliates, successors, assigns, or related entities (including MM Enterprises USA, LLC), and any of its present or former officers, directors or employees. This Section 18 excludes from coverage Employee's right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company or its agents or employees if Employee is required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or legislature. Employee acknowledges that the Company deems non- disparagement a material condition of this Agreement, absent which it would not have agreed to the terms set forth herein. Any breach by Employee of this Section 18 shall, therefore, be considered a material breach of this Agreement.

Company agrees that it will instruct, in writing, current Board members and members of the executive cabinet group to not, at any time, make, directly or indirectly, any oral or written statements that are disparaging of Employee.

19. Confidential Separation. Employee agrees that he or she shall not discuss the terms of this Agreement with any person (including but not limited to the amount of the Severance Benefit) without the written consent of the Company or its successors and assigns, except with his or her legal and tax advisors, his or her current or future spouse, or to the extent required by law. This Section 19 excludes from coverage Employee's right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company or its agents or employees if Employee is required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or legislature. Employee acknowledges that the Company deems non- disclosure a material condition of this Agreement, absent which it would not have agreed to the terms set forth herein. Any breach by Employee of this Section 19 shall, therefore, be considered a material breach of this Agreement.

20. Cooperation. Employee agrees to reasonably cooperate with Company with respect to the prosecution and/or defense oflegal claims that arose during Employee's tenure as an employee of Company, or which relate to events that occurred during Employee's tenure as an employee of Company or to which Employee has any information. Such cooperation shall be subject to Employee's professional availability and shall include, but is not limited to, making himself reasonably available for interview by Company and/or its counsel, reviewing and/or identifying documents, giving testimony and/or testifying at trial, and further that nothing in this Section 19 is intended to or will limit, or impact in any way, the obligation of Employee to testify honestly and accurately in, or to respond to or comply with any legal or judicial proceedings or requirements. Employee will, to the extent legally permissible, immediately notify Company in writing if Employee is ever subpoenaed or otherwise requested to testify in any matter involving Company, so that Company may seek (with Employee's reasonable cooperation) a protective order or other appropriate remedies, at Company's sole cost and expense. Employee will continue to cooperate in any investigation by the Company with respect to Employee's employment with the Company prior to his or her Separation Date. Notwithstanding the foregoing, nothing in this Agreement shall affect Employee's rights under Labor Code section 2802.

21. Agreement Not to Disclose Information or Documents. Employee agrees to protect attorney-client privileged communications and private information and documentation concerning former and/or current Company employees that Employee learned about or was privy to during his or her employment at Company.

22. Remedies. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not instead of, legal remedies, monetary damages, or other available relief. Inthe event of a material breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Employer shall be entitled to seek, in addition to other available remedies, an award for liquidated damages (the "Liquidated Damages"). The parties acknowledge and agree that the employee's harm caused by a material breach would be impossible or very difficult to accurately estimate at the time of the breach and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a material breach. Ifthe Employee fails to comply with any of the terms of this Agreement or post-employment obligations contained in it, the Employer may, in addition to any other remedies it may have, reclaim any amounts paid to the Employee under the provisions of this Agreement and terminate any benefits or payments that are later due under this Agreement, without waiving the releases provided in it.

23. Governing Law and Choice of Venue. This Agreement and all rights, duties, and remedies hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference to its choice of law rules. Any disputes under this Agreement shall be adjudicated exclusively in the state court of Los Angeles County, California.

24. Severability. Ifany court of competent jurisdiction determines that any of the agreements or releases contained herein, or any part thereof, is unenforceable because of the character, duration or scope of such provision, such court shall have the power to sever such provision or modify or reduce the duration or scope of such provision, and, in its reduced form, this Agreement shall then be enforceable to the maximum extent permitted by applicable law.

25. Successors and Assigns. Employee agrees that this Agreement will be binding upon and pass to the benefit of, the heirs, representatives, successors, and assigns of the Parties.

26. Amendments. This Agreement may not be amended or modified orally or otherwise, other than by a written instrument signed by Company and Employee.

27. Attorneys' Fees. If there is an action between the parties to this Agreement based on this Agreement, the prevailing party in the action shall be entitled to reasonable attorneys' fees and costs incurred therein. Inconnection with the preparation and execution of this Agreement, each party shall bear his or her or its own attorneys' fees and costs.

28. Descriptive Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

29. Interpretation. For purposes of this Agreement, the Parties shall be deemed to have participated equally in its drafting.

30. Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

31. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A facsimile of this Agreement shall be deemed an original.

32. Entire Agreement. This Agreement constitutes the parties' complete agreement with regard to the subject matter herein, i.e., the Separation to be paid to Employee in exchange for a release of claims, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement does not supersede any prior or contemporaneous agreements regarding matters beyond the subject matter contained herein, including but not limited to, agreements governing confidentiality, trade secrets, and arbitration of disputes.

33. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims.

34. REPRESENTATION BY COUNSEL. EMPLOYEE HAS A RIGHT TO OBTAIN THE ADVICE OF AN ATTORNEY BEFORE ENTERING INTO TIDS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE HAS EITHER BEEN REPRESENTED BY OR RELIED UPON COUNSEL OF HIS OR HER OWN CHOOSING IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT OR HAS WAIVED THE OPPORTUNITY TO DO SO AND IS FULLY AWARE OF AND UNDERSTANDS THE TERMS AND LEGAL CONSEQUENCES OF THIS AGREEMENT.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

ELECTION TO EXECUTE PRIOR TO EXPIRATION

OF 21-DAY CONSIDERATION PERIOD

I, Ryan Lissack, understand that I have twenty-one (21) days within which to consider and execute the attached Severance Agreement and Release. However, after having an opportunity to consult counsel, I have freely and voluntarily elected to execute the Severance Agreement and Release before such twenty-one (21) day period has expired.

Exhibit 10.23

SEVERANCE AGREEMENT AND RELEASE

TIIlS SEVERANCE AGREEMENT AND RELEASE ("Agreement") is entered into as of the date on the signature page, by and between MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the "Company") and Michael W. Kramer ("Employee") (together the "Parties").

R E C I T A L S

This Agreement is entered into with reference to the following facts:

WHEREAS, Employee was employed by Company on an atwill basis at all times and until October 11, 2019 (the "Separation Date") which is the employment termination date for the Employee for all purposes, except as otherwise set forth herein, meaning the Employee is not entitled to any further compensation, monies, or other benefits from the Company as of the Separation Date; and

WHEREAS, it is now the Company's desire and intention to provide for severance pay and to resolve any and all disputes between Company and Employee relating to Employee' s employment with and/or separation from Company.

NOW THEREFORE, in consideration of the mutual agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

The parties acknowledge that the Recitals stated above are fully incorporated and are part of this Agreement.

1. Purpose. This Agreement is not and shall not in any way be considered or interpreted as an admission by Company, or any of its directors, officers, agents, employees or representatives, of any acts of discrimination whatsoever against Employee, or any other person, or that Company violated any federal, state, or local law, or that Employee's separation from employment was unwarranted, unjustified, discriminatory or otherwise unlawful. This Agreement is the good faith settlement of any potential disputed claims, and Company specifically disclaims any liability to or discrimination against Employee or any other person, on the part of itself, its directors, officers, agents, employees, or representatives.

Employee acknowledges that Company is not entering into this Agreement because it believes that Employee has any cognizable legal claim against the Released Parties (defined below). IfEmployee elects not to sign this Agreement, the fact that this Agreement was offered will not be understood as an indication that the Released Parties believed Employee was treated unlawfully in any respect.

2. Employee's Separation. Effective on the Separation Date, Employee shall permanently separate from his employment with Company, and upon such Separation Date his employment relationship with Co.mpany, its parents, affiliates, and successors is permanently .and irrevocably severed and terminated. Company and Employee agree that Employee will be deemed to have separated from his employment with Company, effective on the Separation Date, in exchange for this Release of all claims.

3. Severance. In consideration of Employee's full waiver and release of all claims as set forth herein, and provided Employee signs this Agreement, Employee returns all Company property, including Employee's Company laptop, and Employee fully abides by the terms of this Agreement, Company agrees to pay to Employee the following as severance ("Severance Payment"):

(a) The Company agrees to waive the clawback provisions of Employee's signing bonus of Two Hundred Thousand Dollars and No Cents ($200,000.00), granted to Employee in that certain offer letter dated December 5, 2018 ("Signing Bonus"), such that Employee will keep his Signing Bonus, effective eight days after the day that Employee signs the Agreement and delivers it to Company (the "Effective Date"); and

(b) A grant of public company stock with a value of Two Hundred Thousand Dollars and No Cents ($200,000.00) in MedMen Enterprises, Inc. ("MlVIB, Inc."). The stock grant shall be made on December 31, 2019 and priced as of the date of grant, subject to vesting as follows (i) one third will vest on April 11, 2020; (ii) one third will vest on October 11, 2020; and (iii) the final third will vest on April 11, 2021. The grant of said stock shall be subject to full compliance by the parties with the terms, conditions and requirements of the governing documents for that Company. All stock issued hereunder shall contain the standard legend referencing the Securities Act of 1933 that is attached to all shares of the Company's stock that are issued to U .S. residents.

Employee specifically acknowledges and agrees that the Severance Payment set forth in this Section 3 constitutes adequate and full consideration for this Agreement. Employee further acknowledges that he would not otherwise be entitled to this Severance Payment under any employment agreement, Company policy, or any law.

4. Benefits. The parties agree that Employee shall receive any and all benefits due to Employee upon termination of employment in accordance with the Company's policies and benefits plans, including, without limitation, accrued but unused vacation, sick or skip pay, if applicable, and any vested pension or other vested retirement benefits. However, your health insurance benefits will continue through the end of this month, and you will receive paperwork regarding your right to continue your coverage under COBRA. Ifyou elect to continue coverage under COBRA, the Company will pay for the required employee portion of the COBRA premium for continued coverage through the end of this month. You will be responsible for and must pay the entire portion of your premium related to dependent coverage. On the first day of the month following the Separation Date, you may still elect to continue COBRA coverage, but you will be responsible for the entire COBRA premium at a cost in compliance with applicable laws and our plan terms, conditions and limitations.

5. Stock Options. Company and Employee acknowledge that Employee was granted certain non-qualified stock options in MedMen Enterprises, Inc. (the "Options"), to purchase up to $5,000,000.00 of Class B Subordinate Voting Shares, pursuant to an offer letter dated December 5, 2018 ("Award Agreement"). Employee expressly acknowledges and agrees that, as of the Separation Date, his interests in the Options issued pursuant to the Award Agreement have not vested. Employee expressly acknowledges and agrees that, on the Effective Date, and in consideration of the Separation set forth below in this Agreement, and the other terms and conditions of this Agreement, Employee will and hereby does forfeit all rights, title and interest, whether legal or equitable, vested or unvested, actual or contingent, in, under or to the Options under the Award Agreement or otherwise, such that as of the Separation Date, Employee shall have no claims or rights in or to any Options under the Award Agreement or otherwise in or with respect to the stock of MedMen Enterprises, Inc. Employee further agrees to execute such other documents as may be required to confirm and effectuate the tennination and forfeiture of the Award Agreement, and the Options.

6. Payment of Wages. Employee acknowledges that payment by Company of the Severance Payment is a voluntary payment that would not be made except for Employee's agreement to all of the terms of this Agreement. Employee further acknowledges that Severance Payment is in addition to and not in lieu of any other amounts due Employee as wages as of the Separation Date.

Employee and Company acknowledge and agree that Company has paid Employee the sum of (i) all amounts earned as wages during the period commencing at the end of the regularly scheduled pay period ending on the Separation Date, and (ii) all accrued but unused vacation, sick or skip time and/or paid time off (collectively "Final Pay") on the Separation Date. Employee further acknowledges that Company has provided him all meal and rest periods, overtime pay, and has been fully reimbursed for any unpaid business expenses under the California Labor Code.

Employee agrees that as of the Separation Date, Company shall have no obligation to Employee other than Final Pay and any duties and obligations created by this Agreement. By cashing, depositing, or otherwise negotiating Company's check, Employee will conclusively agree that amounts received as Final Pay are correct and constitute payment in full of all amounts due Employee.

7. Referrals. Company agrees that it will answer all reference inquiries with respect to Employee by stating the separation date, dates of employment, and job title.

8. Unemployment Insurance Claim. Company agrees that it will not contest or oppose Employee's claim for unemployment insurance benefits, if any is made.

9. Employee's Release and Waiver. Employee hereby forever releases and discharges Company and its affiliates (including but not limited to MMMG, LLC a Nevada limited liability company and MedMen Enterprises, Inc.), successors and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, insurers, and shareholders (collectively, the "Released Parties"), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that Employee had, now has or may hereafter claim to have against the Released Parties arising out of or relating in any way to Employee's employment with and separation from Company (including but not limited to any claims arising out of or relating in any way to the employment or the Options), or otherwise relating to any of the Released Parties from the beginning of time to the date of this Agreement (the "Release"). This Release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers' Benefits Protection Act (29 U.S.C. §626), as amended, the Worker Adjustment and Retraining Notification Act, as amended, Section 806 of the SarbanesOxley Act, the Family and Medical Leave Act, as amended, the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code; provided, however, that this Release does not waive, release, or otherwise discharge any claim or cause of action that cannot legally be waived as a matter of law, including, but not limited to, workers' compensation benefits and unemployment benefits.

To comply with the Older Workers' Benefits Protection Act (29 U.S.C. §626(.f)) and effectuate the release by Employee of any potential claims under the federal Age Discrimination in Employment Act, Employee agrees as follows:

(a) Employee specifically understands and acknowledges that the Age Discrimination in Employment Act of 1967, as amended, provides Employee the right to bring a claim against the Released Parties if Employee believes that the Release Parties have discriminated against Employee on the basis of age. Employee understands the rights under this Act and agrees that, by signing this Agreement, Employee may not file any claim or action against any of the Released Parties based on any alleged violation(s) of the Age Discrimination in Employment Act through the Effective Date of this Agreement. Employee waives any right to assert a claim for relief available under the Age Discrimination in Employment Act, including, but not limited to, back pay, attorneys' fees, damages, lost benefits, reinstatement or injunctive relief for any act or omission by any of the Released Parties through the Effective Date of this Agreement.

(b) Employee understands and agrees that Employee has twenty-one (21) calendar days to consider this Agreement. Employee is advised to consult an attorney regarding this, and all provisions, in this Agreement before signing it. Employee further acknowledges, understands, and agrees that if Employee signs this Agreement prior to the twenty-one (21) day period expiring, the decision to do so is Employee's and that as a result, Employee will have voluntarily, knowingly, and willingly waived the twenty-one (21) day period. Employee further acknowledges, understands, and agrees that this Agreement shall not become effective and enforceable until seven (7) calendar days after Employee has signed it. During this seven (7) calendar-day-period, Employee may revoke this Agreement ("Revocation Period"). If Employee elects to revoke this Agreement during this seven-day period, Employee agrees to deliver or cause the revocation in writing to be delivered to MedMen's Corporate Office, (Attn: llll) 5880 Jefferson Boulevard, Suite G, Culver City, California 90016. Employee will ensure that such notification will arrive within this seven (7) day period. Employee understands that revoking this Agreement will void it and he will not be entitled to any benefits under this Agreement.

10. Waiver Under Section 1542 of the California Civil Code. For the purpose of implementing a full and complete release, Employee understands and agrees that this Agreement is intended to include all claims, if any, which Employee may have and which Employee does not now know or suspect to exist in his favor against the Released Parties and this Agreement extinguishes those claims. Accordingly, Employee expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California ("Section 1542") and any similar statute or regulation in any other applicable jurisdiction. Section 1542 states as follows:

Employee understands that Section 1542 gives him the right not to release existing claims of which he is not now aware, unless he voluntarily chooses to waive this right. Even though Employee is aware of the rights described in Section 1542, Employee nevertheless hereby voluntarily waives such rights and elects to assume all risks for claims that now exist in his favor, known or unknown, arising from the subject matter of the general release in this Agreement.

11. No Claims or Lawsuits. Employee agrees not to bring any claim, action, suit or proceeding against Company or any of the other Released Parties regarding the matters settled, released and dismissed hereby, including, but not limited to, any claim, action, suit or proceeding raised or that could have been raised in connection with any claim or matter which is the subject of the Release. Employee further agrees not to assist any other person in prosecuting an action, suit, or proceeding against Company or any other Released Parties. Employee further agrees that this Agreement is a bar to any such claim, action, suit, or proceeding.

12. Participation in Agency Proceedings. Nothing in this Agreement shall prevent Employee from filing a charge (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (the "EEOC"), the National Labor Relations Board (the ''NLRB"), the California Department of Fair Employment and Housing (the "DFEH"), or other similar federal, state, or local agency, from participating in any investigation or proceeding conducted by the EEOC, the NLRB, the DFEH, or similar federal, state or local agencies, or testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of any other party, or on the part of the agents or employees of another party, when the person testifying has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or legislature. However, by entering into this Agreement, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, NLRB, DFEH or similar federal, state, or local agency proceeding, including any subsequent legal action.

13. Trade Secrets and Confidential Information/Company Property. Employee's signature below constitutes his certification that he has returned all documents, property, and other items provided to him by the Company, developed, or obtained by him in connection with his employment with the Company, or otherwise belonging to the Company. Employee further represents, warrants, and agrees that he will continue to comply with all terms and conditions of any and all Confidentiality Agreements, Non-Disclosure Agreements, or any other Agreement to Protect Proprietary Information of Employer, and that such continuing obligations survive the ending of his employment. Employee represents and warrants that he has not to date and will not misuse or disclose Confidential Information to any unauthorized party. Employee understands and acknowledges that this representation and warranty extends to his continuing duty of non- disclosure related to any and all privileged information obtained during his employment with the Company. Employee hereby grants consent to notification by Company to any new employer of Employee about Employee's obligations under this provision.

14. Warranty and Indemnification Regarding Non-Assignment of Claims. Employee hereby represents and warrants that he is the sole and rightful owner of all right, title, and interest in and to every claim or matter which is the subject of the Release, and has not heretofore assigned or otherwise transferred, and shall not assign or otherwise transfer, any interest in the claims which are the subject of the Release which he may have against the Released Parties, or any of them, and has not heretofore created or given rise, and shall not create or give rise to any lien, charge, encumbrance or other right by which any other person or entity may claim all or any part of the consideration paid to Employee pursuant to Section 3 of this Agreement. Employee agrees to indemnify and hold Company and all other Released Parties harmless from any liabilities, claims, demands, damages, costs, expenses and attorneys' fees incurred as a result of any person or entity asserting any claim or cause of action based upon any such assignment or transfer or purported assignment or transfer, or any such lien, charge or encumbrance.

15. Responsibility for Tax Liability. Employee recognizes and agrees that he alone is responsible for any local, state, or federal taxes that may be assessed or owing with respect to the Severance Payment that Employee receives. Employee therefore agrees to make no claim against Company for any payment or non-payment of taxes or regarding or relating to the reporting of the payment described in this Agreement, if any, to any taxing authorities. Employee acknowledges and agrees that Company has made no representations to him and has provided no advice to him regarding the tax consequences of the moneys received by him pursuant to this Agreement. Employee agrees to pay federal and state taxes, if any, which are required by law to be paid with respect to the Severance Payment. Employee further agrees to indemnify and hold Company harmless from any claims, demands, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental entity against Company for any amounts claimed due on account of this Agreement or pursuant to claims made under any federal or state tax laws, and any costs, expenses or damages sustained by Company by reason of any such claims, including any amounts paid by Company as taxes, deficiencies, levies, assessments, fines, penalties, interest, attorney fees or otherwise.

16. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination constitutes a "separation from service" under Section 409A. Notwithstanding the foregoing, Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall Employer be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

17. Non-Disparagement. Employee agrees that he shall not, at any time, make, directly or indirectly, any oral or written statements that are disparaging of Company, any of its subsidiaries, affiliates, successors or assigns, including any of its present or former officers, directors or employees. Any violation by Employee of this non-disparagement obligation shall constitute a material breach of this Agreement, entitling Company to seek and recover any and all consequential and foreseeable damages resulting from that breach, including but not limited to forfeiture of consideration and recovery of payments and other consideration given pursuant to Section 3 herein.

18. Confidential Separation. Employee agrees that he shall not discuss the terms of this Agreement with any person without the written consent of Company or its successors and assigns, except with his legal and tax advisors, members of his immediate family, or to the extent required by law. Any breach by Employee of this section shall be considered a material breach of this Agreement. Employee acknowledges that the parties deem confidentiality as a material condition of this Agreement, absent which they would not have agreed to the terms set forth herein. Employee and Company agree that a breach of this confidentiality provision would constitute irreparable harm to Company and that in the event of any breach of this section, Company may obtain an injunction prohibiting future breaches.

19. Cooperation. Employee agrees to cooperate with Company with respect to the prosecution and/or defense oflegal claims that arose during Employee's tenure as an employee of Company, or which relate to events that occurred during Employee's tenure as an employee of Company or to which Employee has any information. Such cooperation shall include, but is not limited to, making himself available for interview by Company and/or its counsel, reviewing and/or identifying documents, giving testimony and/or testifying at trial, and further that Nothing in this Section 19 is intended to or will limit, or impact in any way, the obligation of Employee to testify honestly and accurately in, or to respond to or comply with any legal or judicial proceedings or requirements . Employee will, to the extent legally permissible, immediately notify Company in writing if Employee is ever subpoenaed or otherwise requested to testify in any matter involving Company, so that Company may seek (with Employee's reasonable cooperation) a protective order or other appropriate remedy, at Company 's sole cost and expense. Employee will continue to cooperate in any investigation by Company with respect to Employee' s employment with Company prior to his Separa,tion Date. Notwithstanding the foregoing, nothing in this Agreement shall affect Employee's rights under Labor Code section 2802.

20. Agreement Not to Disclose Information or Documents. Employee agrees to protect attorney-client privileged communications and private information and documentation concerning fonner and/or current Company employees that Employee learned about or was privy to during his employment at Company.

21. Governing Law and Choice of Venue. This Agreement and all rights, duties and remedies hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference to its choice of law rules. Any disputes under this Agreement shall be adjudicated exclusively in the state court of Los Angeles County, California.

22. Severability. If any court of competent jurisdiction determines that any of the agreements or releases contained herein, or any part thereof, is unenforceable because of the character, duration or scope of such provision, such court shall have the power to sever such provision or modify or reduce the duration or scope of such provision, and, in its reduced form, this Agreement shall then be enforceable to the maximum extent permitted by applicable law.

23. Successors and Assigns. Employee agrees that this Agreement will be binding upon and pass to the benefit of, the heirs, representatives, successors and assigns of the Parties.

24. Amendments. This Agreement may not be amended or modified orally or otherwise, other than by a written instrument signed by Company and Employee.

25. Attorneys' Fees. Ifthere is an action between the parties to this Agreement based on this Agreement, the prevailing party in the action shall be entitled to reasonable attorneys' fees and costs incurred therein. In connection with the preparation and execution of this Agreement, each party shall bear his or its own attorneys' fees and costs.

26. Descriptive Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

27. Interpretation. For purposes of this Agreement, the Parties shall be deemed to have participated equally in its drafting.

28. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A facsimile of this Agreement shall be deemed an original.

29. Entire Agreement. This Agreement constitutes the parties' complete agreement with regard to the subject matter herein, i.e., the Separation to be paid to Employee in exchange for a release of claims, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement does not supersede any prior or contemporaneous agreements regarding matters beyond the subject matter contained herein, including but not limited to, agreements governing confidentiality, trade secrets, and arbitration of disputes.

30. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims.

31. REPRESENTATION BY COUNSEL. EMPLOYEE HAS A RIGHT TO OBTAIN THE ADVICE OF AN ATTORNEY BEFORE ENTERING INTO TIDS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE HAS EITHER BEEN REPRESENTED BY OR RELIED UPON COUNSEL OF HIS OR HER OWN CHOOSING IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT OR HAS WAIVED THE OPPORTUNITY TO DO SO AND IS FULLY AWARE OF AND UNDERSTANDS THE TERMS AND LEGAL CONSEQUENCES OF THIS AGREEMENT.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

ELECTION TO EXECUTE PRIOR TO EXPIRATION

OF 21-DAY CONSIDERATION PERIOD

I, Michael W. Kramer, understand that I have twenty-one (21) days within which to consider and execute the attached Severance Agreement and Release. However, after having an opportunity to consult counsel, I have freely and voluntarily elected to execute the Severance Agreement and Release before such twenty-one (21) day period has expired.

Exhibit 10.24

SEPARATION AGREEMENT AND RELEASE

THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is entered into as of the date on the signature page, by and between MedMen Enterprises Inc., a British Columbia Corporation (the “Public Corporation”), MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the “Company”) and Adam Bierman (“Employee”) (together the “Parties”).

RECITALS

This Agreement is entered into with reference to the following facts:

WHEREAS, Employee was employed by the Company as Chief Executive Officer pursuant to the Amended and Restated Employment Agreement Between the Company and Employee dated May 21, 2019 (the “2019 Employment Agreement”), until February 1, 2020 (the “Separation Date”), which is the employment separation date for the Employee for all purposes, except as otherwise set forth herein, meaning the Employee is not entitled to any further compensation, monies, or other benefits from the Company as of the Separation Date;

WHEREAS, Employee is the holder of 815,295 Class A Super Voting Shares in the capital of the Public Corporation (the “Super Voting Shares”);

WHEREAS, the Parties desire that Employee shall surrender the Super Voting Shares in connection with the separation of his employment;

WHEREAS, Employee is the holder of 9,661,939 long-term incentive plan units in the capital of the Company (the “LTIP Units”) issued in accordance with the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 28, 2018, as amended (the “A&R LLC Agreement”);

WHEREAS, the Parties desire that the terms of the LTIP Units be amended so that they remain outstanding for a period of ten (10) years following the Separation Date and will provide that vesting occurs upon the earlier of satisfaction of their existing performance-based vesting terms or in the event of a Change in Control (as defined below), in each case without regard to Employee’s continued employment or service through such dates; and

WHEREAS, it is now the Company’s desire and intention to provide for the payment to Employee of consideration in exchange for Employee’s surrender of the Super Voting Shares, as more fully set forth herein, and to resolve any and all disputes between the Company and Employee relating to Employee’s employment with and/or separation from the Company.

NOW, THEREFORE, in consideration of the mutual agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

The Parties acknowledge that the Recitals stated above are fully incorporated and are part of this Agreement.

(a) Executive Protection. For a period of ninety (90) calendar days from the Separation Date, Employee shall have the right to receive continued executive protection coverage on the same terms as immediately prior to the Separation Date, and the expenses thereof shall be paid directly by the Company, after which period neither the Company nor the Public Corporation shall have any obligation to continue to provide or pay for Employee’s continued executive protection.

(b) Use of Vehicle. Employee and Employee’s family will have the use of the grey Escalade the Company is leasing from At-Risk for a period of one year from the Separation Date, with the lease payments and insurance paid for by the Company (the “Vehicle”). Employee shall be responsible for remediation of any damage or repairs to the Vehicle. In the event the Vehicle is rendered inoperable this obligation of the Company shall cease.

(c) Founder Discount. Employee and his spouse shall receive the “founder’s discount” of 50% of the applicable regular sale price for their own individual use on all in-store purchases for life, subject to all applicable limitations under applicable law from time to time as to such purchases and the sale price.

(d) LTIP Unit Amendment. As of the Separation Date, Employee’s LTIP Units shall continue to remain outstanding and shall be amended to provide that they remain outstanding for a period of ten (10) years following the Separation Date, at which time any then unvested LTIP Units will be automatically forfeited by the Employee for no additional consideration, and that vesting occurs upon the earlier of (i) satisfaction of their existing performance-based vesting terms set forth in Paragraph 2(c) of the 2019 Employment Agreement; or (ii) immediately prior to the consummation of a Change in Control (as defined below), in each case without regard to Employee’s continued employment or service through such dates. Paragraph 7(a) of the 2019 Employment Agreement, providing for vesting of a portion of the LTIP Units upon termination without cause, shall not apply. For avoidance of doubt, the A&R LLC Agreement defines and controls the terms and process of conversion for all LTIP Units.

(e) Equity Grant. Upon the election of a new Board of Directors of the Public Corporation (the “New Board”), which date is expected to be February 21, 2020, the New Board will constitute a special committee of directors who are independent as regards the subject matter of this Agreement (which for greater certainty shall not include Employee or Andrew Modlin) (the “Special Committee”), which committee shall, within sixty (60) days of the date that the Expert is agreed upon by the Parties, complete a process that, in its sole judgement discharges the fiduciary obligations of the Board in determining the Total Value (as defined below), including the value of the Super Voting Shares held by Employee and Andrew Modlin (in aggregate, the “Super Voting Share Value”). This process will include (a) the hiring one or more nationally recognized accounting, investment banking or other firm(s), which firm(s), for avoidance of doubt, may include SingerLewak, selected by the Special Committee in its sole discretion and reasonably acceptable to Employee, provided that in the event Employee objects to a firm(s) the reasons must be bona fide and stated in detail in writing (the “Expert”) that is independent as determined in accordance with section 6.1 of Multilateral Instrument 61- 101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and that has expertise sufficient to reach an informed determination regarding the Super Voting Share Value, which Expert shall be supervised by the Special Committee, to determine the Super Voting Share Value (provided that the Parties agree that the Super Voting Share Value is not a formal valuation pursuant to Part 6 of MI 61-101); and (b) the Special Committee determining, in its sole discretion, the value of Employee’s contributions to the Company during calendar year 2019 for which Employee was not fully compensated through his compensation and benefits as Chief Executive Officer of the Company (the “2019 Excess Contribution”). The Company shall provide the Expert with all information requested by the Expert in connection with determining the Super Voting Share Value. Subject to the adjustment pursuant to the last paragraph of this Section 5, absent manifest error, the determination of the Super Voting Share Value by the Expert and the 2019 Excess Contribution by the Special Committee shall be final and binding on the Employee. For certainty, the Super Voting Share Value and the 2019 Excess Contribution (the aggregate of which is referred to as the “Total Value”) shall be determined within sixty (60) days of the date that the Expert is agreed upon by the Parties. Public Corporation on behalf of the Company will, within thirty (30) days of the date the Total Value is determined (and in all events during the 2020 calendar year) (i) issue to Employee 50% of the Total Value in Class B Subordinate Voting Shares in the capital of the Public Corporation (the “PubCo Shares”) using a price per PubCo Share equal to the 20 day volume weighted average price of the PubCo Shares on the date prior to the date of issuance (subject to the policies of the Canadian Securities Exchange) and (ii) pay to Employee the remaining 50% of the Total Value by providing a grant of restricted stock units in the capital of the Public Corporation (the “RSUs”) using a deemed issue price per RSU equal to the 20 day volume weighted average price of the PubCo Shares on the date prior to the date of issuance (subject to the policies of the Canadian Securities Exchange), which RSUs shall 100% vest and be exchangeable for PubCo Shares upon the earlier of (i) the date following the date when the daily volume weighted average price of the PubCo Shares on the Canadian Securities Exchange has been at least the Canadian dollar equivalent of US$2.05 for 25 consecutive trading days or (ii) immediately prior to the consummation of a Change in Control (as defined below), in each case without regard to Employee’s continued employment or service through such dates. Such RSUs shall have a term of ten (10) years from the date of grant and shall be forfeited without payment of any consideration to Employee if the RSUs do not vest within such ten (10)-year term. The RSUs will be granted under and subject to the MedMen Enterprises Inc. 2018 Stock and Incentive Plan, as amended from time to time, and will be evidenced by a restricted stock unit award agreement, not inconsistent with this Agreement, setting forth the terms and conditions of the RSUs, and shall include adjustments as appropriate for any share consolidation, stock split, stock dividend, corporate domestication or similar event involving the Public Corporation.

The Parties agree that the aggregate value of the Severance Payment to be provided to Employee hereunder shall in no case exceed 25% of the “market capitalization” of the Public Corporation determined under MI 61-101 and therefore Employee hereby agrees that in the event that the Total Value otherwise determined pursuant to Section 5(e) would result in the exemption provided to the Public Corporation in Section 5.7(a) of MI 61-101 not being available in respect of the Severance Payment, the Total Value shall be limited as necessary, without limitation, to enable such exemption to be available to the Public Corporation. For certainty and as applicable all references to “Total Value” herein shall be to such amount referred to in the foregoing sentence. All severance payments shall be made net of any applicable withholding required under applicable law. Employee specifically acknowledges and agrees that the severance set forth in this Section 5 (collectively, the “Severance Payment”) constitutes adequate and full consideration for this Agreement. Employee further acknowledges that he would not otherwise be entitled to these benefits under any employment agreement, Company policy, or any law.

Employee and the Company acknowledge and agree that the Company has paid Employee the sum of (a) all amounts earned as wages during the period commencing at the end of the regularly scheduled pay period ending on the Separation Date, and (b) all accrued but unused vacation time and/or paid time off (collectively “Final Pay”) on the Separation Date. Employee further acknowledges that Company has provided him all meal and rest periods, overtime pay, and has been fully reimbursed for any unpaid business expenses under the California Labor Code, and any other applicable law.

Employee agrees that as of the Separation Date, the Company shall have no obligation to Employee other than Final Pay, any duties and obligations created or amended by this Agreement and vested employee benefits plans and arrangement. By cashing, depositing, or otherwise negotiating the Company’s check, Employee will conclusively agree that amounts received as Final Pay are correct and constitute payment in full of all amounts due to Employee.

The Employee understands, acknowledges, and agrees that the Severance Payment exceeds what the Employee is otherwise entitled to receive on separation from employment and that the Severance Payment is being given as consideration in exchange for executing this Agreement and the general release and restrictive covenants contained in it. The Employee further acknowledges that the Employee is not entitled to any additional payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Company to provide these or other benefits to any individuals other than the Employee.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.

Exhibit 10.25

CONFIDENTIAL SEPARATION AGREEMENT

THIS CONFIDENTIAL SEPARATION AGREEMENT ("Agreement") is entered into as of the date on the signature page, by and between MM Enterprises USA, LLC ("the Company") and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged or predecessor entities (collectively, the "Company") and Zeeshan Hyder ("Hyder") (together the "Parties").

RECITALS

This Agreement is entered into with reference to the following facts:

WHEREAS, Hyder was employed by the Company on an at-will basis at all times until December 31, 2020 ("Separation Date");

WHEREAS, Hyder resigned on the Separation Date and forfeited certain Options and Restricted Units at the time of his resignation;

WHEREAS, it is the Parties' desire to resolve any and all claims and disputes between them relating to Hyder' s employment with and/or separation from employment with the Company;

WHEREAS, after the Separation Date, Hyder will not represent himself as being an employee, officer, agent, or representative of the Company for any purpose;

NOW, THEREFORE, in consideration of the mutual agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

The parties acknowledge that the Recitals stated above are fully incorporated and are part of this Agreement.

1. Purpose. This Agreement is not and shall not in any way be considered or interpreted as an admission by the Company, or any of its directors, officers, agents, employees or representatives, of any acts of discrimination, harassment, retaliation, or an admission as to any other claim asserted by Hyder or any other person, or that the Company violated any other federal, state, or local law, or that Hyder' s separation from employment or treatment during employment was unwarranted, unjustified, discriminatory, retaliatory, or otherwise unlawful. This Agreement is the good faith settlement of any potential disputed claims, and the Company specifically disclaims any liability to or against Hyder or any other person, on the part of itself, its directors, officers, agents, employees, or representatives.

Hyder acknowledges that the Company is not entering into this Agreement because it believes that Hyder has any cognizable legal claim(s) against the Released Parties (defined below). If Hyder elects not to sign this Agreement, the fact that this Agreement was offered will not be understood as an indication that the Released Parties believed Hyder was treated unlawfully in any respect.

2. Separation Consideration. In consideration of Ryder's cooperation as outlined in Section 15, full waiver and release of all claims as set forth herein, and provided Hyder signs and abides by the terms of this Agreement and returns all Company property, the Company agrees to provide Hyder the following equity that Hyder forfeited at the time of his separation from the Company ("Separation Consideration"):

Except as expressly stated herein, the Options and Restricted Stock Units identified herein shall be governed by the MedMen Enterprises Inc. 2018 Stock and Incentive Plan, any applicable notices and award agreements, as well as the Company's Insider Trading Policy. In addition, the 2020 grants of Options and Restricted Stock Units are also governed by the MedMen Enterprises, Inc. 2020 Employee Bonus Program (Stock Options and Restricted Stock Units); Notice of Stock Option Grant; MedMen Enterprises Inc. 2018 Stock and Incentive Stock Option Agreement; and the MedMen Enterprises Inc. 2018 Stock and Incentive Plan Restricted Stock Unit Award Agreement, as applicable, all as amended from time to time (collectively, "Plan Documents"). Ryder's January 1, 2021 separation from the Company shall be treated as a "Termination Not For Cause" under the Plan Documents.

Hyder specifically aclmowledges and agrees that the Separation Consideration set forth in this Section 2 constitutes adequate and full consideration for this Agreement. Hyder further acknowledges that he would not otherwise be entitled to this Separation Consideration under any employment agreement, employer policy, or any law, and that the Company would not have provided Hyder this consideration except for Ryder's agreement to all of the terms of this Agreement.

3. Payment of Wages. Hyder acknowledges that he received all wages from the Company due and owing to his within the timing prescribed by law, including any accrued but unused vacation time. Hyder agrees that the amounts that were due and owing to him as of his Separation Date from the Company are correct and constitute payment in full of all amounts due to Hyder. Hyder further acknowledges that the Company has provided his all meal and rest periods and overtime pay, and that Hyder has been fully reimbursed for any unpaid business expenses under the California Labor Code. Further, as this Agreement covers settlement of claims under the California Labor Code, Hyder acknowledges that the Separation Consideration exceeds any amounts to which Hyder would otherwise be entitled, inclusive of any alleged fees or penalties resulting for Hyder' s legal theories. Accordingly, Hyder agrees that the Company has no remaining obligations to Hyder other than any obligations created by this Agreement (assuming Hyder signs and does not revoke this Agreement).

4. Release and Waiver. Hyder hereby forever releases and discharges the Company and its affiliates, successors and assigns, related entities, as well as each of its past and present officers, predecessor entities, directors, employees, agents, attorneys, insurers, reinsurers, and shareholders (including Treehouse Capital Management LLC, and MMMG, LLC collectively, the "Released Parties"), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that Hyder had, now has or may hereafter claim to have against the Released Parties arising out of or relating in any way to Hyder's employment with and separation from the Company, or otherwise relating to any of the Released Parties from the beginning of time to the date of this Agreement (the "Release"). This Release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress (negligent or intentional), disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, , the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Worker Adjustment and Retraining Notification Act, as amended, Section 806 of the Sarbanes-Oxley Act, the Fan1ily and Medical Leave Act, as amended, the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code; provided, however, that this Release does not waive, release, or otherwise discharge any claim or cause of action that cannot legally be waived as a matter of law, including, but not limited to, workers' compensation benefits and unemployment benefits. Hyder nevertheless aclmowledges and agrees that he has no claims for workers' compensation or unemployment benefits that have not already been made.

5. Waiver Under Section 1542 of the California Civil Code. For the purpose of implementing a full and complete release, Hyder understands and agrees that this Agreement is intended to include all claims, if any, which Hyder may have and which Hyder does not now know or suspect to exist in his favor against the Released Parties and this Agreement extinguishes those claims. Accordingly, Hyder expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California ("Section 1542") and any similar statute or regulation in any other applicable jurisdiction. Section 1542 states as follows:

Hyder understands that Section 1542 gives him the right not to release existing claims of which he is not now aware, unless he voluntarily chooses to waive this right. Even though Hyder is aware of the rights described in Section 1542, Hyder nevertheless hereby voluntarily waives such rights and elects to assume all risks for claims that now exist in his favor, known or unknown, arising from the subject matter of the general release in this Agreement.

6. No Claims. Hyder agrees that he has not brought any claim, action, suit, or proceeding against the Company or any of the other Released Parties and that he will not bring any claim, action, suit or proceeding against the Company or any of the other Released Parties regarding the matters settled, released and dismissed hereby, including, but not limited to, any claim, action, suit or proceeding raised or that could have been raised in connection with any claim or matter which is the subject of the Release and Waiver at Sections 4 and 5. Hyder further agrees that this Agreement is a bar to any such claim, action, suit, or proceeding. Hyder also agrees not to assist any other person in prosecuting an action, suit, or proceeding against the Company or any other Released Parties.

7. Promise Not To Sue. A "promise not to sue" means Hyder promises not to sue any of the Released Parties in court. This is different from the Release and Waiver above in Sections 4 and 5. In addition to releasing claims covered by that Release and Waiver, Hyder agrees never to sue any of the Released Parties for any reason covered by that Release and Waiver; provided, however, that no provision in this Agreement is intended to limit Ryder's right to file claims that may not be legally waived, including for workers' compensation due to a workplace injury, or the right to file a charge of discrimination with an administrative agency, to participate in a charge filed by another individual or agency, or to participate in an agency investigation. However, Hyder is waiving any right to any monetary recovery or other personal relief in connection with any such charge(s), whether filed by his, another individual, or agency. If Hyder sues a Released Party in violation of this Agreement, Hyder shall be required to pay that Released Party's reasonable attorney fees and other litigation costs incurred in defending against Hyder' s suit.

8. Participation in Agency Proceedings. Nothing in this Agreement shall prevent Hyder from filing a charge (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (the "EEOC"), the National Labor Relations Board (the "NLRB"), the California Department of Fair Employment and Housing (the "DFEH"), or other similar federal, state, or local agency, from participating in any investigation or proceeding conducted by the EEOC, the NLRB, the DFEH, or similar federal, state or local agencies, or testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of any other party, or on the part of the agents or employees of another party, when the person testifying has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or legislature. However, by entering into this Agreement, Hyder understands and agrees that Hyder is waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, NLRB, DFEH or similar federal, state, or local agency proceeding, including any subsequent legal action.

9. Trade Secrets and Confidential Information/Company Property. Hyder's signature below constitutes his certification that he has returned all documents, property, and other items provided to him by the Company, developed or obtained by his in connection with his employment with the Company, or otherwise belonging to the Company. Hyder further represents, warrants, and agrees that he will continue to comply with all terms and conditions of any and all Confidentiality Agreements, Non-Disclosure Agreements, or any other Agreement to Protect Proprietary Information between him and the Company, and that such continuing obligations survive the ending of his employment. Hyder represents and warrants that he has not to date and will not misuse or disclose confidential information to any unauthorized party. Hyder understands and acknowledges that this representation and warranty extends to his continuing duty of non- disclosure related to any and all privileged information obtained during his employment with the Company.

10. Warranty and Indemnification Regarding Non-Assignment of Claims. Hyder hereby represents and warrants that he is the sole and rightful owner of all right, title, and interest in and to every claim or matter which is the subject of the Release, and has not heretofore assigned or otherwise transferred, and shall not assign or otherwise transfer, any interest in the claims which are the subject of the Release which he may have against the Released Parties, or any of them, and has not heretofore created or given rise, and shall not create or give rise to any lien, charge, encumbrance or other right by which any other person or entity may claim all or any part of the consideration paid to Hyder pursuant to Section 2 of this Agreement. Hyder agrees to indemnify and hold the Company and all other Released Parties harmless from any liabilities, claims, demands, damages, costs, expenses and attorney fees incurred as a result of any person or entity asserting any claim or cause of action based upon any such assignment or transfer or purported assignment or transfer, or any such lien, charge or encumbrance.

11. Responsibility for Tax Liability. Hyder recognizes and agrees that he alone is responsible for any local, state, or federal taxes that may be assessed or owing with respect to the Separation Consideration. Hyder, therefore, agrees to malce no claim against the Company for any payment or non-payment of taxes or regarding or relating to the reporting of the Separation Consideration, if any, to any taxing authorities. Hyder acknowledges and agrees that the Company has made no representations to him and has provided no advice to him regarding the tax consequences of the moneys received by him pursuant to this Agreement. Hyder agrees to pay federal and state taxes, if any, which are required by law to be paid with respect to the Separation Consideration. Hyder further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental entity against the Company for any amounts claimed due on account of this Agreement or pursuant to claims made under any federal or state tax laws, and any costs, expenses or damages sustained by the Company by reason of any such claims, including any amounts paid by the Company as taxes, deficiencies, levies, assessments, fines, penalties, interest, attorney fees or otherwise.

12. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination constitutes a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Hyder on account of non-compliance with Section 409A

13. Non-Disparagement. Hyder agrees that he shall not, at any time, make, directly or indirectly, any oral or written statements that are disparaging of the Company, or any of its parents, subsidiaries, affiliates, successors, assigns, or related entities, and any of its present or former officers, directors or employees. This Section 13 excludes from coverage Hyder's right to testify in an administrative, legislative, orjudicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company or its agents or employees. Further, nothing in this Section 13 prevents the disclosure of factual information related to the claims of sexual harassment, sex-based discrimination, and/or failure to prevent workplace discrimination, harassment, and retaliation (or factual information related to any other acts set forth in California Code of Civil Procedure § l OO l(a)). Hyder acknowledges that the Company deems non- disparagement a material condition of this Agreement, absent which it would not have agreed to the terms set forth herein. Any breach by Hyder of this Section 13 shall therefore be considered a material breach of this Agreement.

14. Public Representations. Hyder agrees that he will refrain from representing any present affiliation with the Company or any of the other Released Parties and will represent only that he is a former employee of the Company. Hyder will not state on any social media platform including, without limitation, Twitter, Linkedln, Instagram, or Facebook) that he remains employed by the Company or any of the other Released Parties. To the extent Hyder's Linkedin profile or any other social media account held or maintained by Hyder represents that he is a current employee of the Company, he will immediately correct such representations to reflect his dates of employment.

15. Cooperation. Hyder agrees to cooperate and affirmatively support all efforts by the Company to facilitate his resignation as described herein, including with respect to any related licensing/regulatory issues that may arise as a result of his resignation. Hyder further agrees to cooperate with the Company with respect to the prosecution and/or defense of legal claims that relate to Ryder's tenure as an employee of the Company, events that occurred during Ryder's relationship with the Company, and/or to which Hyder has any information. Such cooperation shall include, but is not limited to, making himself available for interview by the Company and/or its counsel, and/or the government, reviewing and/or identifying documents, participating in a mediation or other resolution process, giving testimony (including but not limited to affidavits or declarations) and/or testifying at trial. Nothing in this Section 16 is intended to or will limit, or impact in any way, the obligation of Hyder to testify honestly and accurately in, or to respond to or comply with any legal orjudicial proceedings or requirements. Hyder will, to the extent legally permissible, immediately notify the Company in writing if Hyder is ever subpoenaed or otherwise requested to testify or provide information in any matter involving the Company, so that the Company may seek (with Ryder's reasonable cooperation) a protective order or other appropriate remedies, at the Company's sole cost and expense. Such notification shall be directed to ATTN: Legal Department, 10115 Jefferson Boulevard, Culver City, CA 90232 and legal@medmen.com, in writing no later than two (2) calendar days after Ryder's receipt of the subpoena or other instrument requiring his testimony. Hyder will continue to cooperate in any investigation by the Company with respect to Ryder's employment with the Company prior to his Separation Date. Any request for cooperation by the Company hereunder will take into account, to the extent practicable, Hyder's personal and professional schedule, and shall be scheduled so as not to unreasonably interfere with Hyder' s professional or personal schedule. The Company agrees to provide Hyder reasonable notice, to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance within 30 days of the submission of the appropriate documentation to the Company.

16. Agreement Not to Disclose Information or Documents. Hyder agrees to protect attorney-client privileged communications and private information and documentation concerning former and/or current employees of the Company that Hyder learned about or was privy to during his employment at the Company.

17. Agreement to Arbitration. The Parties mutually agree to submit to binding arbitration any and all disputes, claims or controversies arising out of or relating to this Agreement, except as to those claims excluded herein. This Agreement includes any claims that the Company may have against Hyder, or that Hyder may have against the Company, including the Company's officers, directors, employees, agents, parents, subsidiaries, or affiliated entities, relating to this Agreement. Requests for temporary restraining orders and/or preliminary injunctions where such relief is authorized by law are excluded from this arbitration agreement. The filing of a court action for an injunction or other provisional remedy shall not constitute a waiver of this Agreement's provisions.

(a) JAMS Employment Arbitration Rules. Arbitration shall be conducted pursuant to the JAMS Employment Arbitration Rules and Procedures ("JAMS Rules") then in effect, to the extent they are not inconsistent with any provision of this Agreement. Hyder may obtain a copy of the JAMS Rules by requesting them from the Company, by contacting JAMS at (800) 352-5267, or by accessing the JAMS website at www.jamsadr.com.

(b) Terms of Arbitration.

i. Either Party may commence an arbitration by delivering written notice of the dispute to the other and invoking the provisions of this Section (a "Dispute Notice"), which Dispute Notice shall describe the dispute and the Parties to such dispute. The written notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. Written notice of arbitration shall be initiated no later than the expiration of the applicable statute of limitations for such claim(s).

ii. Arbitration shall be conducted by a single neutral arbitrator, who shall be independent and a retired judge of any California state court or any U.S. District Court in California. Each of the disputing Parties shall exercise good faith in seeking to select the arbitrator within ten (10) days of the submission of the dispute to JAMS for arbitration. Ifthe disputing Parties fail to agree on the arbitrator during such ten-day (10) period, then JAMS shall designate an arbitrator with the same qualifications as set forth above.

m. The arbitration shall take place in the County of Los Angeles. The arbitrator shall have jurisdiction to hear and rule on prehearing disputes and is authorized to hold prehearing conferences by telephone or in person as the arbitrator deems necessary. The arbitrator shall have the authority to set deadlines for completion of discovery, and for filing motions for summary judgment, and to set briefing schedules for any motions. The arbitrator shall have the authority to adjudicate any cause of action, or the entire claim, pursuant to a motion for summary adjudication and/or summary judgment.

iv. Each Party shall have the right to conduct meaningful discovery, including the use of written interrogatories, requests for production of documents, and requests for admissions, to take depositions, and to subpoena witnesses and documents. The arbitrator shall have the authority to make orders regarding discovery as the arbitrator considers necessary to a full and fair exploration of the issues in dispute, consistent with the expedited nature of arbitration.

v. The arbitrator shall apply the substantive California state law or federal law as applicable to the claim(s) asserted. The arbitrator may award any remedy or relief available under applicable law, including any remedy or relief that would be available in a court of law. The arbitrator shall have the authority to provide for an award of attorney's fees and costs if such award is authorized by applicable law.

vi. Within thirty (30) days of the close of the arbitration hearing, the arbitrator shall issue a written decision with a statement of the findings and reasons for the arbitration award or other decision, and such award or other decision shall be final and binding on the Parties.

vii. The Parties expressly waive any right to appeal from the arbitrator's award, the judgment entered on the arbitrator's award or any order of the arbitrator except on grounds that would be available to vacate the decision of any binding arbitration under the laws of the State of California.

(c) Arbitration Fees. The Company shall pay the arbitrator's fees and all expenses that are unique to arbitration. Employee shall not be required to pay any cost or expense of the arbitration that he would not be required to pay if the matter had been heard in court. Each Party shall pay their own attorneys' fees, witness and transcript fees, and other litigation expenses associated with the arbitration.

(d) Governing Law. This agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. Section I , et seq. ("FAA"), but if the FAA is held not to apply to this agreement to arbitrate for any reason, this agreement to arbitrate shall be governed under the laws of the state of California. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement.

(e) BY SIGNING THIS AGREEMENT, THE PARTIES HEREBY WAIVE THEIR RIGHT TO HAVE ANY DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGE OR JURY, EXCEPT FOR THOSE CLAIMS EXCLUDED HEREIN.

18. Governing Law and Choice of Venue. This Agreement and all rights, duties and remedies hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference to its choice of law rules. Any disputes under this Agreement shall be adjudicated exclusively in arbitration, consistent with the JAMS arbitration rules.

19. Severability. If any arbitrator or court determines that any of the agreements or releases contained herein, or any part thereof, is unenforceable because of the character, duration or scope of such provision, such arbitrator or court shall have the power to sever such provision or modify or reduce the duration or scope of such provision, and, in its reduced form, this Agreement shall then be enforceable to the maximum extent permitted by applicable law.

20. Successors and Assigns. Hyder agrees that this Agreement will be binding upon and pass to the benefit of, the heirs, representatives, successors and assigns of the Parties.

21. Amendments. This Agreement may not be amended or modified orally or otherwise, other than by a written instrument signed by the Company and Hyder.

22. Attorney Fees. If there is an action/arbitration between the parties to this Agreement based on this Agreement, the prevailing party in the action/arbitration shall be entitled to reasonable attorney fees and costs incurred therein. In connection with the preparation and execution of this Agreement, each party shall bear his or its own attorneys' fees and costs.

23. Descriptive Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

24. Interpretation. For purposes of this Agreement, the Parties shall be deemed to have participated equally in its drafting.

25. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A facsimile of this Agreement shall be deemed an original.

26. Entire Agreement. This Agreement constitutes the Parties' complete agreement with regard to the subject matter herein, i.e., the Separation Consideration provided to Hyder in exchange for his promises in this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement does not supersede any prior or contemporaneous agreements regarding matters beyond the subject matter contained herein, including but not limited to, agreements governing confidentiality, trade secrets, and arbitration of disputes.

27. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims.

28. REPRESENTATION BY COUNSEL. HYDER HAS A RIGHT TO OBTAIN THE ADVICE OF AN ATTORNEY BEFORE ENTERING INTO THIS AGREEMENT. HYDER ACKNOWLEDGES THAT HE HAS EITHER BEEN REPRESENTED BY OR RELIED UPON COUNSEL OF HIS OWN CHOOSING IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT AND IS FULLY AWARE OF AND UNDERSTANDS THE TERMS AND LEGAL CONSEQUENCES OF THIS AGREEMENT.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.