Exhibit 10.1

Execution Version

FIFTH MODIFICATION TO SENIOR SECURED

COMMERCIAL LOAN AGREEMENT

THIS FIFTH MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENT (this “Agreement”) is made as of this 11th day of May, 2021, by and among: (i) HANKEY CAPITAL, LLC, a limited liability company organized under the laws of the State of California with its principal place of business at 4751 Wilshire Blvd., Suite 110, Los Angeles, California 90010 (the “Lender”); (ii) MM CAN USA, INC., a corporation organized under the laws of the State of Delaware with its principal place of business at 10115 Jefferson Blvd., Culver City, California 90232 (the “Borrower”); (iii) MEDMEN ENTERPRISES INC., a public corporation organized and existing under the laws of British Columbia, Canada with its principal place of business at 10115 Jefferson Blvd., Culver City, California 90232 (the “Guarantor”); and (iv) the “Pledgors” named herein.

W I T N E S S E T H:

WHEREAS, the Borrower is indebted to the Lender under (i) that certain Senior Secured Commercial Loan Agreement dated as of October 1, 2018 (the “Initial Loan Agreement”) as modified by that certain First Modification to Senior Secured Commercial Loan Agreement dated as of April 8, 2019 (the “First Modification”), further modified by that certain Second Modification to Senior Secured Commercial Loan Agreement dated as of January 13, 2020, the “Second Modification”), and further modified by that certain Third Modification to Senior Secured Commercial Loan Agreement dated as of July 2, 2020 (the “Third Modification”) and further modified by that certain Fourth Modification to Senior Secured Commercial Loan Agreement dated as of September 16, 2020 (the “Fourth Modification” and together with the Initial Loan Agreement, the First Modification, the Second Modification and the Third Modification, the “Existing Loan Agreement”), each by and among the Lender, the Borrower, the Guarantor and the Pledgors or other parties thereto, and (ii) that certain (A) Second Amended and Restated Senior Secured Term Note in the principal amount of Eighty-Three Million One Hundred Twenty-Three Thousand Two Hundred Ninety-One Dollars ($83,123,291), dated July 2, 2020 (the “2018 Amended and Restated Note”), (B) Secured Term Note in the principal amount of Three Million Dollars ($3,000,000) dated September 14, 2020 (the “September 2020 Secured Term Note”), and (C) Secured Term Note in the principal amount of Seven Million Seven Hundred Five Thousand Two Hundred Seventy-Nine Dollars ($7,705,279) dated October 30, 2020 (the “October 2020 Secured Term Note” and together with 2018 Amended and Restated Note and the September 2020 Secured Term Note, collectively, the “Notes” and together with the loan made to the Borrower pursuant to the Existing Loan Agreement, the “Loan”) which Loan is (a) secured by a pledge of 100% of the equity interests in certain pledged entities made by the Pledgors pursuant to that certain Amended and Restated Pledge of Securities Agreement dated as April 8, 2019 (the “Amended and Restated Pledge Agreement”) and (b) guaranteed by the Guarantor pursuant to that certain Guaranty dated as of October 1, 2018 (the “Guaranty” and together with the Existing Loan Agreement, the Notes, the Amended and Restated Pledge Agreement, and all documents, instruments and agreements executed prior to the date hereof in connection therewith are referred to as the “Current Loan Documents”);

WHEREAS, in connection with the Current Loan Documents, the Borrower, the Lender and the Guarantor entered into that certain letter agreement, dated December 16, 2020 (the “December 2020 Letter”) and that certain letter agreement, dated February 25, 2021 (the “February 2021 Letter” and, together with the December 2020 Letter, the “Letter Agreements”) concerning, among other things, that certain Investment Agreement dated as of February 25, 2021 (the “Investment Agreement”) entered into by and between MedMen NY, Inc. (“MMNY”) and AWH New York, LLC (“Ascend”) and the application of proceeds and other consideration provided under the Investment Agreement in prepayment of the Loan;

WHEREAS, the parties desire for the 2020 Loan (and any notes or participations with respect thereto) evidenced by the October 2020 Secured Term Note to be in “registered form” for U.S. federal income tax purposes;

WHEREAS, that October 2020 Secured Term Note shall be amended, restated and replaced in its entirety in the form attached as Exhibit A-1 to clarify that the obligations evidenced thereby are registered obligations; and

WHEREAS, the parties desire to modify (i) the Existing Loan Agreement to, among other things, explicitly provide for a Register and Participant Register (each as defined below), and (ii) pursuant to the February 2021 Letter modify certain covenants and agreements contained in the Current Loan Documents as further set forth herein.

NOW THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the sufficiency of such is hereby acknowledged, it is agreed as follows:

(1) Acknowledgment of Facts. All facts of the above-recited preamble are hereby acknowledged as complete and accurate and shall be incorporated into this Agreement as if fully restated herein. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Current Loan Documents. The parties acknowledge and agree that, as of the date hereof, the State of New York has passed legislation authorizing the sale of marijuana for recreational adult-use (“NY Cannabis Legislation”), and accordingly, so long as such legislation remains in full force and effect the Lender may not elect to assign its right to receive the Milestone Shares Purchase Price (in accordance with Section 2.3(c) of the Investment Agreement) to the Borrower in exchange for the Earn-Out Note (as defined in the February 2021 Letter); provided, however, that if at any time on or prior to January 31, 2022, the NY Cannabis Legislation is repealed, revoked, terminated, or otherwise no longer effective to permit the sale of marijuana for recreational adult-use, then Lender shall be entitled to make such election in accordance with the February 2021 Letter. 

(2) References as Modified. All references to the “Loan Agreement” in all Current Loan Documents and in all instruments, documents and agreements evidencing, securing or governing the Current Loan Documents and all references to the “Agreement” in the Existing Loan Agreement, in each case, shall be deemed to be references to the Existing Loan Agreement as amended and modified by the First Modification, the Second Modification, the Third Modification, the Fourth Modification and/or hereby. All references to the “Warrants” in all Current Loan Documents and in all instruments, documents and agreements evidencing, securing or governing the Current Loan Documents shall be deemed to include the 2020 Loan Warrants (as defined in the Fourth Modification) issued in connection with the Fourth Modification as modified hereby and Downround Warrants issued in connection with this Agreement, and all references to the “Warrant Shares” in all Current Loan Documents and in all instruments, documents and agreements evidencing, securing or governing the Current Loan Documents shall be deemed to include the Class B Shares issuable upon exercise of the 2020 Loan Warrants in accordance the terms thereof, as modified hereby, and Downround Warrants in accordance with the terms hereof. All references to the “Term Notes” or the “Notes” in all Current Loan Documents and in all instruments, documents and agreements evidencing, securing or governing the Current Loan Documents shall be deemed to be references to the Notes (including as such Notes may be amended, restated, or otherwise modified from time to time on or after the date hereof).

(3) Form of B2 Warrants. The form of B2 Warrants (as defined in the Fourth Modification) attached as Exhibit B2 to the Fourth Modification shall be replaced with that certain form of Amended and Restated Warrant attached hereto as Exhibit B2.

(4) Form of Downround Warrants. The form of Downround Warrants (as defined in the Fourth Modification) attached as Exhibit B3 to the Fourth Modification shall be attached hereto as Exhibit B3.

(5) Downround Warrants. The last two sentences contained in Section 4 of the Fourth Modification, which sentences commence with “Notwithstanding the foregoing, in the event…” and “By way of example, if Lender…” are hereby deleted in their entirety and replaced with the following:

Notwithstanding the foregoing, in the event the lender under that certain Second Amended and Restated Securities Purchase Agreement dated as of July 2, 2020, by and among the Guarantor, the Borrower, the Credit Party thereto, and Gotham Green Admin 1, LLC, as Collateral Agent (as amended as of the date hereof and may further be amended from time to time after the date hereof, the “Gotham Loan Agreement”), exercises its right to a Down-Round Price Reset (as defined in the Gotham Loan Agreement), the B2 Warrant Exercise Price shall be decreased (but not be increased) to equal the adjusted exercise price of the warrants subject to the Down-Round Price Reset in the same proportion of the adjusted warrants under the Gotham Loan Agreement (such decrease, the “Downround Price Adjustment”). By way of example, if the lender under the Gotham Loan Agreement exercises the Down-Round Price Reset with respect to fifty percent (50%) of the warrants that are subject to such Down-Round Price Reset under the Gotham Loan Agreement, and after such exercise such warrants have an exercise price of $0.15, then fifty percent (50%) of the B2 Warrants shall be subject to the Downround Price Adjustment. In consideration and satisfaction of the Downround Price Adjustment, Borrower shall issue or instead shall cause the Guarantor to issue to Lender or as directed by Lender additional warrants in the form substantially attached hereto as Exhibit B3 (the “Downround Warrants”) covering a number of Warrant Shares or Class B subordinate voting shares of the Guarantor (the “Subordinate Voting Shares”) set forth in cell G28 of the Black-Scholes Option Value methodology excel model titled “MMEN Option Value Hankey Stable 2-24 v6” attached as Schedule 1 hereto using the following inputs:

The Downround Warrants issued pursuant to this Section 4 shall have an exercise period ending on September 16, 2025, and an exercise price per Warrant Share or Subordinate Voting Share as applicable equal to the five day volume-weighted average trading price of the Subordinate Voting Shares for the five (5) consecutive trading days ending on the trading day immediately prior the date that the agreement to issue the Downround Warrants is announced by the Guarantor by way of press release or the filing of a Form 9 with the Canadian Securities Exchange in respect of such issuances, subject to the minimum price permitted by the policies of the Canadian Securities Exchange (with conversion from Canadian dollars to U.S. dollars being determined based on the exchange rate published by the Bank of Canada for the day immediately prior to the applicable funding date).

(6) Application of Payments. Notwithstanding anything to the contrary in Section 2.04 of the Existing Loan Agreement, any prepayments made as contemplated by the Letter Agreements shall be applied on the date of the Initial Closing (as defined in the Investment Agreement (as defined below)) as follows:

(i) First, any such prepayments received by Lender in immediately available funds shall be applied in the following order:

(a) to fully pay any unreimbursed expenses incurred by Lender under the Loan Documents,

(b) to pay any accrued unpaid interest in respect of the 2018 Amended and Restated Note, and

(c) to pay the principal of the 2018 Amended and Restated Note;

(ii) Second, the principal amount of the Seller Note (as defined in the February 2021 Letter), regardless of whether Lender receives any cash in respect thereto, shall be applied to reduce the principal of the 2018 Amended and Restated Note;

(7) Section 1.01 of the Existing Loan Agreement is hereby amended by adding the following definition:

“The term “2018 Amended and Restated Note” shall mean that certain Second Amended and Restated Senior Secured Term Note in the principal amount of $83,123,291, dated July 2, 2020.”

(8) Section 1.01 of the Existing Loan Agreement is hereby amended by deleting (k) and (qqq) in their entirety and replacing it with the following definition:

“(k) The term “Collateral Value” shall mean the value of the Equity Interests pledged to the Lender pursuant to the Pledge Agreement.”

“(qqq) The term “Valuation Statement” shall mean a statement of the Collateral Value prepared by an appraiser reasonably satisfactory to Lender and the Borrower which such appraiser shall use a valuation scope and methodology reasonably acceptable to the Lender to determine the Collateral Value and provided to the Lender in accordance with Section 5.01(c)(iv) hereof. The costs and expenses of the appraiser shall be borne solely by the Borrower.”

(9) Minimum Liquidity. Section 5.02(r) of the Existing Loan Agreement is deleted in its entirety and replaced with the following:

(r) The Borrower, the Guarantor and their respective Subsidiaries, on a consolidated basis shall at all times maintain Unencumbered Liquid Assets with a value greater than or equal to (i) for the period beginning July 1, 2021 and ending December 31, 2021, SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000); and (ii) at all times thereafter, FIFTEEN MILLION DOLLARS AND 00/100 ($15,000,000) (such amounts, the “Minimum Liquidity Amount”); provided, however, that, on any date of determination during any period when all or any portion of interest accrues at a rate that is payable in cash under the Notes, the foregoing covenant shall not apply if and only if the Borrower and the Guarantor pay and have paid the cash portion of interest accrued under the Notes as and when such cash interest becomes due and payable; provided further, that in the event the Borrower and the Guarantor fail to pay any cash portion of interest accrued under the Notes prior to the end of the applicable cure period in Section 6.01 of the Existing Loan Agreement, the foregoing covenant shall continue to apply or be reinstated, as applicable, until such Event of Default has been cured or waived.

(10) Annual Budget; Corporate Expenditures. Sections 5.02(v), 5.02(w), 5.02(x) and 5.02(y) of the Existing Loan Agreement are deleted in their entirety and replaced with the following Sections 5.02(v) and 5.02(w):

(v) Annual Budget. As soon as available, but not later than commencement of each fiscal year, the Guarantor shall prepare and, upon the request of the Lender, deliver to the Lender the consolidated annual operating plans, operating and capital expenditure budgets, and financial forecasts of Guarantor and its subsidiaries, including cash flow projections (prepared on a month by month basis) covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, together with a statement of underlying assumptions, each for the following fiscal year presented on a monthly basis for such next fiscal year, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Lender, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of the Guarantor (such report, as amended, supplemented or otherwise modified, in each case as approved by the board of directors of the Guarantor, the “Annual Budget”). The Annual Budget shall not be amended, supplemented or otherwise modified without the approval of the board of the Guarantor (the term “Annual Budget” shall refer to such modified budget).

(w) Corporate Expenditures. The Borrower, Guarantor and Pledgors shall, and shall cause their subsidiaries to, incur corporate expenditures during any period set forth in the Annual Budget only in accordance with the Annual Budget, subject to unlimited downward variances and an upward variance in any fiscal quarters of a fiscal year (each consisting of a 13 week period) of not greater than twenty percent (20%) (with respect to any line item or in the aggregate).

(11) Deletion of Covenant Relief. That certain provision added to the end of Section 5.02 pursuant to Section 14 of the Third Modification beginning with “The covenants set forth in subsections (v), (w) and (x) of Section 5.02 shall…” and ending with “…minus purchases of property and equipment.” is hereby deleted from the Existing Loan Agreement in its entirety.

(12) Valuation Statement and Cash Forecast. Sections 5.01(c)(v) and (vii) of the Existing Loan Agreement, are hereby deleted in their entirety and replaced with the following:

(v) On or before the delivery of the Compliance Certificate for the fiscal quarter of the Borrower ended on June 30, 2021, the Borrower shall deliver to the Lender a Valuation Statement calculated as of June 30, 2021; and

(vii) Cash Forecast. Only upon the request of the Lender, and commencing on July 1, 2021, each week on or before Thursday of such week, a rolling 13-week cash forecast of the Guarantor, in the same form as provided to the Borrower’s senior lender under the Gotham Loan Agreement and only so long as such forecast is required to be delivered pursuant to the terms of the Gotham Loan Agreement.

(13) Amendment to Section 6.01(b)(i) of the Existing Loan Agreement. The following shall be added to the end of Section 6.01(b)(i) of the Existing Loan Agreement:

“…such failure shall continue for a period of ten (10) days after receipt of written notice of such failure by the Lender,…”

(14) Restrictions on Transfer; Register. The following is added at the end of Section 7.10 of the Existing Loan Agreement:

“Notwithstanding anything to the contrary herein, the Loan evidenced by the October 2020 Secured Term Note is a registered obligation for U.S. federal income tax purposes and interests therein may be transferred solely to the extent permitted in accordance with this Section 7.10 and Section 7.12. The Lender (as named herein), acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register for the recordation of the names and addresses of the Lender(s) with respect to the Loan evidenced by the October 2020 Secured Term Note (as including any permitted successors and assigns), and the principal amounts (and stated interest) with respect to the Loan evidenced by the October 2020 Secured Term Note owing to, each Lender pursuant to the terms hereof from time to time (the “Register”), and any transfer of any portion of the 2020 Loan evidenced by the October 2020 Secured Term Note shall be effective solely upon recordation thereof in the Register. The entries in the Register shall be conclusive absent manifest error, and the Borrower and Lender(s) shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder with respect to the relevant portion of the 2020 Loan evidenced by the October 2020 Secured Term Note for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything to the contrary contained herein, any costs and expenses associated with maintaining the Register shall be the sole responsibility of the Lender.”

(15) Participant Register. The following is added at the end of Section 7.12 of the Existing Loan Agreement:

“Each Lender that sells a participation with respect to the Loan evidenced by the October 2020 Secured Term Note shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the 2020 Loan (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest therein) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Notwithstanding anything to the contrary contained herein, any costs and expenses associated with maintaining the Participant Register shall be the sole responsibility of the Lender.”

(16) Replacement Note. Concurrent with the personal delivery of the original October 2020 Secured Term Note to Borrower (or its counsel), the October 2020 Secured Term Note shall be amended, restated and replaced in its entirety in the form attached hereto as Exhibit A.

(17) Covenant Compliance Certificate. Exhibit 5.01(c)(iv) is hereby amended, restated and replaced in its entirety in the form attached hereto as Exhibit C.

(18) Investment Agreement. The Borrower, Guarantor, and Project Compassion NY, LLC, a Pledgor, each hereby agree that it will not, and it will not permit or cause, MedMen NY, Inc. (“MMNY”) to amend, or agree to any waiver in respect to any obligations of MMNY or Ascend in Article II (including, without limitation, any section or term defined or used therein), Section 7.1, Section 7.2 and/or Section 11.8 of the Investment Agreement in a manner materially adverse to the Lender without the prior written consent of the Lender.

(19) Authorized Stock. Pursuant to MMNY’s agreement to sell shares of its common stock to Ascend in the Investment Agreement and the February 2021 Letter, the Borrower, the Guarantor, and Project Compassion NY, LLC, a Pledgor, each hereby agree that it will cause MMNY to be authorized to issue the number of shares of common stock as required to be issued and sold to Ascend and to effectuate the purchase and sale of the “Milestone Shares” (as defined in the Investment Agreement) in all cases contemplated by the Investment Agreement.

(20) Full Force and Effect. The terms and conditions of the Current Loan Documents, the Letter Agreements and the Notes shall remain the same and in full force and effect, except as specifically modified or waived herein (or as replaced hereby). The terms of this Agreement and the Notes shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. This Agreement is a Loan Document.

(21) No Representation by Lender. The provisions of this Agreement shall apply only to the indebtedness evidenced by the Existing Loan Agreement and the Notes, and shall not affect any other obligation or indebtedness owed to the Lender by the Borrower. The Lender makes no representations or covenants regarding the status of such other obligations or indebtedness, or any action or inaction in connection therewith.

(22) Reaffirmation of Collateral. The Borrower hereby confirms to the Lender that it is and remains unconditionally indebted to the Lender for all amounts owed under the Loan, and that it has no claims, causes of action, defense, offset, recoupment or counterclaims whatsoever, in law or equity, in connection with this Agreement, the Existing Loan Agreement, as modified hereby, the Notes, the Warrants, or any documents or agreements referenced therein or executed in connection therewith, including but not limited to the enforcement or administration thereof. Each of the Borrower and: (i) Project Compassion NY, LLC; (ii) MMOF SD, LLC; (iii) MMOF Venice, LLC; (iv) MMOF Downtown Collective, LLC; (v) MMOF BH, LLC; and (vi) MMOF Vegas 2, LLC ((i) through (vi), the “Pledgors”) each hereby further confirms that the execution and delivery of this Agreement does not in any way affect the existing security interest created by the Amended and Restated Pledge Agreement or the first priority of the existing security interest, and each of the Borrower and the Pledgors hereby acknowledges such security interest continues to be a valid and existing first priority lien upon the Collateral.

(23) Reaffirmation of Covenants. The Borrower reaffirms and agrees to perform and observe all affirmative covenants and negative covenants contained in the Current Loan Documents as modified hereby.

(24) Reaffirmation of Guaranty. The Guarantor hereby acknowledges, agrees and reaffirms (i) the Guaranty in its entirety, and (ii) that it is unconditionally indebted to the Lender as set forth in the Guaranty, without defense, offset or counterclaim.

(25) No Release. Nothing contained herein shall operate to release the Borrower, the Pledgors, the Guarantor or any other obligor from its liability to pay the Notes, and to keep and perform the terms, conditions, obligations and agreements contained in the Current Loan Documents (as amended or waived by this Agreement) and in all other documents relating to and securing repayment of the Notes.

(26) Release.

(a) Effective on the date hereof, Borrower and each Borrower Group Member, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys (in each case, solely in their capacity as such), and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Lender, each of its respective Affiliates, and each of its respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any the Lender would be liable if such persons or entities were found to be liable to Borrower or such Borrower Group Member (each a “Releasee” and collectively, the “Releasees”), from any and all past and present, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower or such Borrower Group Member ever had from the beginning of the world, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Existing Loan Agreement, any other Current Loan Document, or to any acts or omissions of any such Releasee with respect to the Existing Loan Agreement or any other Current Loan Document, or to the lender-borrower relationship evidenced by the Current Loan Documents and which are, in each case, based on facts, events, or omissions occurring prior to the date hereof, and specifically excluding the duties and obligations of such Releases after the date of this Agreement set forth in this Agreement, the Existing Loan Agreement, and the Current Loan Documents. As to each and every Claim released hereunder, Borrower and each Borrower Group Member hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

As to each and every Claim released hereunder, Borrower and each Borrower Group Member also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.

Borrower and each Borrower Group Member acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Borrower and each Borrower Group Member understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(b) Borrower and each Borrower Group Member, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys (in each case, solely in their capacity as such) and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Borrower and each Borrower Group Member further ratify and affirm the validity and enforceability of the Existing Loan Agreement and the other Current Loan Documents and the obligations thereunder, including the validity, priority, and enforceability of Lender’s Lien on the collateral under the Existing Loan Agreement or the other Current Loan Documents.

(27) Waiver. The provisions of the Existing Loan Agreement to the contrary notwithstanding and subject to the satisfaction of the conditions to effectiveness set forth in this Agreement, in consideration of the agreements of the Borrower and each other Borrower Group Member hereunder, the Lender hereby forever and irrevocably waives (i) each Potential Existing Default (as defined on Schedule 2 hereto), in each case, solely to the extent such Potential Existing Default is in existence and has occurred prior to the effectiveness of this Agreement and (ii) each Subsequent Default (as defined on Schedule 2 hereto) that may occur on or after the date hereof. Notwithstanding anything to the contrary in this Agreement, nothing herein shall constitute an admission that any Default or Event of Default has occurred and is continuing as of the date hereof. The waiver set forth herein is limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall not excuse future non-compliance with the Current Loan Documents (except with respect to the Subsequent Defaults), shall not be deemed a waiver with respect to any other Events of Default, shall not operate as a consent to any further or other matter under the Current Loan Documents and shall not be construed as an indication that any future waiver of covenants or any other provision of the Existing Loan Agreement (other than as expressly set forth herein with respect to the Subsequent Defaults) will be agreed to, it being understood that the granting or denying of any deferral or waiver which may hereafter be requested by Borrower remains in the sole and absolute discretion of the Lender.

(28) Escrow Account. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary contained in any Loan Document, the entry by Borrower, and Lender into that certain Deposit Account Control Agreement (Blocked Account), dated as of October 29, 2020 with Western Alliance Bank, an Arizona corporation satisfied the requirement that the Borrower enter into an escrow account for purposes of depositing the Escrow Amount, as set forth in Section 5.01(x) of the Existing Loan Agreement.

(29) Modification Fee. The Borrower hereby agrees to pay to the Lender a modification fee (the “Modification Fee”) equal to $1,000,000 in immediately available funds upon the earliest of (a) within one (1) Business Day after final receipt by the Borrower of the Level-Up Proceeds (as defined in the December 2020 Letter), (b) the date of the Initial Closing (as defined in the Investment Agreement), and (c) the earlier of (i) January 31, 2022 or (ii) such date all the Obligations have become immediately due and payable under Section 6.01 of the Current Loan Agreement and/or have been declared due and payable under Section 6.02 of the Current Loan Agreement. The parties hereto acknowledge and agree such Modification Fee is fully earned on the date hereof and non-refundable. The failure by the Borrower to pay the Modification Fee in accordance with the previous sentence shall constitute an immediate Event of Default.

(30) Fees.

(31) Representations. Borrower, Guarantor and each Pledgor represents and warrants as follows:

(32) Conditions Precedent to Modification. The satisfaction (or waiver in writing by the Lender) of each of the following shall constitute conditions precedent to the effectiveness of this Agreement (such date being the “Modification Effective Date”):

(33) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any conflict of law principles that would result in the application of the laws of any other jurisdiction.

(34) Waiver of Jury Trial; Consent to Jurisdiction. The terms of Section 7.14 and Section 7.15 of the Existing Loan Agreement with respect to waiver of jury trial and consent to jurisdiction are herein incorporated by reference, mutatis mutandis, and the parties hereto agree to such terms.

(35) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same agreement. Any counterpart or other signature hereupon delivered by facsimile, email or other means of electronic communication, including by PDF file or electronically transmitted signatures, shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement. 

(36) Captions. The articles and section captions are inserted herein only as a matter of convenience and for reference, and in no way define, limit or describe the scope or intent of any such article or section, or in any way affect this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

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[Signature Page to Fifth Modification to Senior Secured Commercial Loan Agreement]

[Signature Page to Fifth Modification to Senior Secured Commercial Loan Agreement]

exhibit a

Amended and Restated Secured Term Note

[See Attached]

AMENDED AND RESTATED SECURED TERM NOTE

THIS AMENDED AND RESTATED SECURED TERM NOTE AMENDS AND RESTATES THAT CERTAIN SECURED TERM NOTE DATED OCTOBER 30, 2020.

FOR VALUE RECEIVED, the undersigned MM CAN USA, INC., a Delaware corporation having an office at 10115 Jefferson Blvd., Culver City, California 90232 (the “Borrower”), promises to pay to HANKEY CAPITAL, LLC, a California limited liability company (the “Lender”) or its registered assigns, at its offices at 4751 Wilshire Blvd., Suite 110, Los Angeles, California 90010 or at such other place as the Lender may from time to time designate, the principal sum of $7,705,279, plus interest thereon, payable at a rate and in the manner provided in Sections 1 and 2 of this Amended and Restated Secured Term Note (this “Note”), together with all taxes assessed upon said sum against the holder hereof, and any costs and expenses, including reasonable attorneys’ fees incurred in the collection of this Note. Said amounts of principal, interest, fees, costs and expenses are collectively referred to in this Note as the “Entire Note Balance.”

This Note is issued pursuant to the terms and conditions of, and is subject to the provisions, and entitled to the benefits of, that certain Senior Secured Commercial Loan Agreement, dated as of October 1, 2018 (as modified by that certain First Modification to Senior Secured Commercial Loan Agreement, dated as of April 8, 2019, that certain Second Modification to Senior Secured Commercial Loan Agreement, dated as of January 13, 2020 that certain Third Modification to Senior Secured Commercial Loan Agreement, dated as of July 2, 2020, that certain Fourth Modification to Senior Secured Commercial Loan Agreement, dated as of September 14, 2020, and that certain Fifth Modification to Senior Secured Commercial Loan Agreement, dated as of the date hereof, each by and among the Lender, the Borrower and the other parties named therein, and as may be further modified from time to time, the “Loan Agreement”), which is incorporated herein as if reproduced verbatim and in its entirety. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Loan Agreement.

1. Interest Rate. The Borrower agrees to pay principal and all interest which accrues on the unpaid balance of this Note from the date the proceeds of this Note are disbursed until such time as the obligations evidenced hereunder have been paid in full. Commencing on October 30, 2020 until February 1, 2022 (the “Maturity Date”), the outstanding principal balance of this Note shall bear interest at the fixed rate of eighteen percent (18.0%) per annum, of which (x) twelve percent (12.0%) shall be payable monthly in cash based on the outstanding principal, and (y) the remaining six percent (6.0%) shall accrue monthly to the outstanding principal as payment-in-kind. After the Maturity Date, interest will be calculated as set forth above, plus an additional five percent (5.0%) per annum in excess of such rate, such additional interest to be paid in cash and compounding monthly. In the event of the occurrence of an Event of Default, the applicable interest rate shall be increased by five percent (5.0%) per annum, such increased interest to be paid in cash and compounding monthly. Interest shall be calculated on the basis of a 360-day year counting the actual number of days elapsed. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

2. Payments. Except as set forth in Section 1, the Borrower shall pay all accrued and unpaid interest payable in cash, in amounts that may vary, monthly, on the first (1^st) day of each calendar month, or as otherwise invoiced by the Lender, until the Maturity Date or an earlier Event of Default when the Entire Note Balance shall be due and payable in full. Whenever any cash payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the immediately preceding Business Day. All payments called for in this Note shall be made in lawful money of the United States of America. If made by check, draft or other payment instrument, such check, draft or other payment instrument shall represent immediately available funds. In the holder’s discretion, any payment made by a check, draft or other payment instrument shall not be considered to have been made until such time as the funds represented thereby have been collected by the holder.

3. Prepayment. The Borrower may prepay this Note in whole or in part at any time upon fifteen (15) days’ prior written notice to the Lender; provided that no such prepayment may be made in the event any principal, interest, fees, costs and expenses are then due under the 2018 Amended and Restated Note (as defined below). Any partial prepayment shall be applied in the order of priority set forth in Section 5 hereof and then against the principal amount outstanding in the inverse order of maturity, and shall not postpone the due date of any subsequent monthly payments of interest, unless the Lender shall otherwise agree in writing.

4. Non-Revolving. This is not a revolving note. Amounts repaid or prepaid may not be re-borrowed.

5. Application of Payments. Payments made hereunder will be applied first to fully pay any outstanding late charges or fees, then to fully pay reasonable documented costs and expenses actually incurred by holder in collecting the Note or in sustaining and/or enforcing any security granted to secure this Note, then to fully pay accrued interest and the remainder will be applied to the outstanding principal balance. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Lender may apply payments in such order of priority as the Lender may choose, in its sole discretion.

6. Maximum Legal Rate. It is the intent of the Lender and the Borrower that in no event shall interest be payable at a rate in excess of the maximum rate permitted by applicable law (the “Maximum Legal Rate”). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, the Borrower agrees that any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically cancelled, and, if received by the Lender, shall be refunded to the Borrower without interest.

7. Default. Upon the occurrence of any Event of Default, the Entire Note Balance shall, at the option of the Lender, become immediately due and payable without notice or demand. An Event of Default under this Note shall constitute an Event of Default under the 2018 Amended and Restated Note, and an Event of Default under the 2018 Amended and Restated Note shall constitute an Event of Default under this Note.

8. Delay in Enforcement. The liability of the Borrower or any co-maker, endorser or guarantor under this Note is unconditional and shall not be affected by any extension of time, renewal, waiver or any other modification whatsoever, granted or consented to by the Lender. Any failure by the Lender to exercise any right it may have under this Note is not a waiver of the Lender's rights to exercise the same or any other right at any other time.

9. Waiver of Protest; Jury Trial Waiver. The Borrower, and any other parties to this Note, whether maker, endorser or guarantor, waive presentment, notice of dishonor and protest. The Borrower (by execution and delivery of this Note) and the holder of this Note (by acceptance of this Note) agree that any suit, action or proceeding, whether claim or counterclaim, brought or instituted by or against the Borrower or the holder of this Note, or any successor or assign of the Borrower or the holder of this Note, on or with respect to this Note or any of the other Loan Documents , or which in any way relates, directly or indirectly, to the obligations of the Borrower to the holder of this Note under this Note or any of the other Loan Documents, or the dealings of the parties with respect thereto, shall be tried only by a court and not by a jury. THE BORROWER AND THE HOLDER OF THIS NOTE EACH HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.

10. Notices. Any notice or demand required or permitted by or in connection with this Note shall be given in the manner specified in the Loan Agreement for the giving of notices under the Loan Agreement. Notwithstanding anything to the contrary, all notices and demands for payment from the holder actually received in writing by the Borrower shall be considered to be effective upon the receipt thereof by the Borrower regardless of the procedure or method utilized to accomplish delivery thereof to the Borrower.

11. Assignability. This Note may only be assigned by the Lender or by any holder to the extent permitted by the stated terms of the Loan Agreement.

12. Binding Nature. This Note shall inure to the benefit of and be enforceable by the Lender and the Lender’s successors and assigns, and shall be binding and enforceable against the Borrower and the Borrower’s successors and assigns.

13. Invalidity. If any provision or part of any provision of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Note and this Note shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality or unenforceability.

14. Choice of Law. The laws of the State of California (the “Governing State”) (excluding, however, conflict of law principles) shall govern and be applied to determine all issues relating to this Note and the rights and obligations of the parties hereto, including the validity, construction, interpretation and enforceability of this Note, and its various provisions and the consequences and legal effect of all transactions and events which resulted in the issuance of this Note or which occurred or were to occur as a direct or indirect result of this Note having been executed.

15. Consent to Jurisdiction; Agreement as to Venue. The Borrower irrevocably consents to the non-exclusive jurisdiction of any state or federal court (if a basis for federal jurisdiction exists) located in the Governing State. The Borrower agrees that venue shall be proper in any state or federal court located in the Governing State and waives any right to object to the maintenance of a suit in any of the state or federal courts of the Governing State on the basis of improper venue or of inconvenience of forum.

16. Interpretation; Defined Terms; Section Headings. As used herein, the singular includes the plural and the plural includes the singular. A reference to any gender also applies to any other gender. Defined terms are entirely capitalized throughout, and defined terms not specifically defined herein shall have the same meaning as provided by the terms of the Loan Agreement. The section headings are for convenience only and are not part of this Note.

17. Actions against Holder. Any action brought by the Borrower against the holder of this Note which is based, directly or indirectly, on this Note or any matter in or related to this Note, including but not limited to the making of the loan evidenced hereby or the administration or collection thereof, shall be brought only in the courts of the Governing State. The Borrower agrees that any forum other than the Governing State is an inconvenient forum and that a suit brought by the Borrower against the holder of this Note in a court of any state other than the Governing State should be forthwith dismissed or transferred to a court located in the Governing State by that Court.

18. Other Obligations. To the extent the Entire Note Balance is reduced or paid in full by reason of any payment to the Lender by any accommodation maker, endorser or guarantor, and all or any part of such payment is rescinded, avoided or recovered from the Lender for any reason whatsoever, including, without limitation, any proceedings in connection with the insolvency, bankruptcy or reorganization of the accommodation maker, endorser or guarantor, the amount of such rescinded, avoided or returned payment shall be added to or, in the event the Note has been previously paid in full, shall revive the principal balance of this Note, upon which interest may be charged at the applicable rate set forth above.

19. Additional Note. The Borrower acknowledges and agrees that this Note is given in addition to, and not in replacement of or substitution for, (i) that certain Second Amended and Restated Note dated July 2, 2020 in the principal amount of $83,123,291, given by the Borrower in favor of the Lender (the “2018 Amended and Restated Note”), and (ii) that certain Secured Term Note dated September 16, 2020 in the principal amount of $3,000,000, given by the Borrower in favor of the Lender (the “September 2020 Note”), and that any and all liens, pledges, assignments and security interests securing the Borrower’s obligations under the 2018 Amended and Restated Note and the September 2020 Note shall continue in full force and effect, are hereby ratified and confirmed by the Borrower, and are hereby acknowledged and agreed by the Borrower to secure, among other things, all of the Borrower’s obligations to the Lender under this Note in addition to the 2018 Amended and Restated Note and the September 2020 Note and with the same priority, operation and effect as that relating to the obligations under the 2018 Amended and Restated Note and the September 2020 Note.

20. Amended and Restated Note. The Borrower acknowledges and agrees that this Note is given in replacement of and in substitution for, but not in repayment of, that certain note dated October 30, 2020 in the original principal amount of $7,705,279.00, given by the Borrower in favor of the Lender (the “Prior Note”), and that any and all liens, pledges, assignments and security interests securing the Borrower’s obligations under the Prior Note shall continue in full force and effect, are hereby ratified and confirmed by the Borrower, and are hereby acknowledged and agreed by the Borrower to secure, among other things, all of the Borrower’s obligations to the Lender under this Note with the same priority, operation and effect as that relating to the obligations under the Prior Note. This Note does not extinguish the indebtedness or liabilities outstanding in connection with the Prior Note, nor does it constitute a novation with respect thereto.

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IN WITNESS WHEREOF, the Borrower has duly executed this Amended and Restated Secured Term Note as of the date first above written.

EXHIBIT B2

Amended and Restated B2 Warrants

[See Attached]

AMENDED AND RESTATED WARRANT CERTIFICATE

AMENDED AND RESTATED WARRANTS TO PURCHASE CLASS B COMMON SHARES

OF

MM CAN USA, INC.

(the “Corporation”)

(a corporation existing under the laws of the State of California)

THIS CERTIFIES THAT, for value received, [HOLDER] located at [ADDRESS] (the “Holder”) is entitled, at any time prior to the Expiry Time, to purchase, at the Exercise Price, one Class B Common Share for each Warrant evidenced by this amended and restated certificate (this “Warrant Certificate”) on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Class B Common Shares at any time after the Expiry Time, and from and after the Expiry Time, the Warrants and all rights hereunder shall be void and of no value.

This Warrant Certificate amends, restates and supersedes in its entirety that certain Warrant Certificate No. 2020-MONTH-NO. issued to Holder as part of a series of similar warrant certificates (collectively the “Related Warrant Certificates”) issued to holders thereof (collectively, with Holder, the “Holders”) in connection with the making of that certain term loan in original principal amount of up to $12,000,000 (the “Loan”), which Loan is evidenced by that certain Secured Term Note dated [*], 2020¹ and governed by that certain Senior Secured Term Loan Agreement dated as of October 1, 2018, as modified by that certain First Modification to Senior Secured Commercial Loan Agreement dated April 8, 2019 (the “First Modification”), and further modified by that certain Second Modification to Senior Secured Commercial Loan Agreement dated January 13, 2020 (the “Second Modification”), and further modified by that certain Third Modification to Senior Secured Commercial Loan Agreement dated July 2, 2020 (the “Third Modification”), and further modified by that certain Fourth Modification to Senior Secured Commercial Loan Agreement dated September 16, 2020 (the “Fourth Modification”), and further modified by that certain Fifth Modification to Senior Secured Commercial Loan Agreement dated [*], 2021 (the “Fifth Modification”).

In this Warrant Certificate, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

At the Expiry Time, all rights under any Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall wholly cease and terminate and such Warrants shall be void and of no value or effect.

The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with the Subscription Form duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, and:

Any Warrants referred to in the foregoing clauses shall be deemed to be surrendered only upon delivery of such Warrants, and, if applicable, a certified check, money order or wire transfer to the Corporation at its principal office in the manner provided in Section 26. The date of such surrender shall be deemed the “Exercise Date” for purposes of this Warrant Certificate.

This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder, for one or more new Warrant Certificates of like tenor representing, in the aggregate, the right to subscribe for the number of Class B Common Shares which may be subscribed for hereunder; provided, that notwithstanding the foregoing, after any election to exercise, the number of Class B Common Shares covered by this Warrant Certificate shall be deemed automatically reduced by the number of Exercised Shares.

Upon exercise of the Warrants represented hereby and upon making all deliveries and payments as provided in Section 3, the Corporation shall cause to be issued to the Holder the Class B Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder shall become a shareholder of record of the Corporation in respect of such Class B Common Shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates or direct registration system (DRS) advice(s) evidencing such Class B Common Shares and the Corporation shall use commercially reasonable efforts to cause such certificate or certificates or DRS Advice(s) to be mailed to the Holder at the address or addresses specified in such subscription within five (5) Business Days of such delivery and payment.

The Corporation shall cause a register to be kept in which shall be entered the names and addresses of all holders of the Warrants and the number of Warrants held by them. The Warrants may be transferred by a Holder, in whole or in part in conformance with this Warrant Certificate. No transfer of Warrants shall be valid unless made by the Holder or its executors, administrators or other legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Corporation upon compliance with such reasonable requirements as the Corporation may prescribe, including compliance with the Securities Act and all other applicable state, provincial and federal securities laws, and recorded on the register of holders of Warrants maintained by the Corporation, nor until stamp or governmental or other charges arising by reason of such transfer have been paid. The transferee of a Warrant shall, after a Form of Transfer is duly completed and the Warrant is delivered to the Corporation and upon compliance with all other reasonable requirements of the Corporation and requirements of law, be entitled to have its name entered on the register as the owner of such Warrant, free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Warrant, save in respect of equities or rights of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction. The Corporation may treat the registered holder of this Warrant Certificate as the absolute owner of the Warrants represented hereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary except where the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

The Holder may subscribe for and purchase a number of Exercised Shares less than the number the Holder is entitled to purchase pursuant to this Warrant Certificate. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall be entitled to receive, without charge, a new Warrant Certificate in respect of the balance of the Class B Common Shares to which the Holder was entitled to purchase pursuant to this Warrant Certificate and which were then not purchased.

Notwithstanding any adjustments provided for in Section 11 or otherwise, the Corporation shall not be required upon the exercise of any Warrants, to issue fractional Class B Common Shares in satisfaction of its obligations hereunder and no amount shall be payable by the Corporation in respect of any such fraction of a Class B Common Share.

Nothing in this Warrant Certificate or in the holding of the Warrants evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Corporation.

Nothing herein contained or done pursuant hereto shall obligate the Holder to purchase or pay for or the Corporation to issue any Class B Common Shares except those Class B Common Shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.

The Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:

(any of such events being called a “Share Reorganization”), then the Exercise Price will be adjusted effective immediately after the effective date or record date for a Share Reorganization, as the case may be, at which the holders of Class B Common Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date, as the case may be, by a fraction, the numerator of which is the number of Class B Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Share Reorganization and the denominator of which is the number of Class B Common Shares outstanding immediately after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Class B Common Shares are distributed, the number of Class B Common Shares that would have been outstanding had all such securities been exchanged for or converted into Class B Common Shares on such effective date or record date).

(any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

by the Current Market Price of the Class B Common Shares as of the record date for the Rights Offering; and

as at the end of the Rights Period.

Any Class B Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation will be deemed not to be outstanding for the purpose of any such computation.

To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 11(b) as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in this Section 11(b), the Exercise Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Class B Common Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

and if such issuance or distribution does not constitute (A) a Share Reorganization, or (B) a Rights Offering (any of such non-excluded events being called a “Special Distribution”), then the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

Any Class B Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation will be deemed not to be outstanding for the purpose of any such computation.

The Downround Warrants issued pursuant to this Section 11(f) shall have an exercise period ending on September 16, 2025, and an exercise price per Warrant Share or Subordinate Voting Share as applicable equal to the five day volume-weighted average trading price of the Subordinate Voting Shares for the five (5) consecutive trading days ending on the trading day immediately prior the date that the agreement to issue the Downround Warrants is announced by the Parent Corporation by way of press release or the filing of a Form 9 with the Canadian Securities Exchange in respect of such issuances, subject to the minimum price permitted by the policies of the Canadian Securities Exchange (with conversion from Canadian dollars to U.S. dollars being determined based on the exchange rate published by the Bank of Canada for the day immediately prior to the applicable funding date)

Any certificate representing the Class B Common Shares issued upon the exercise of the Warrants will bear the following legend:

“THE COMMON SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH COMMON SHARES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH COMMON SHARES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION,  (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTION AS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MM CAN USA, INC.”

The Corporation shall not be required to deliver certificates for or other evidence of Class B Common Shares while the share transfer books of the Corporation are properly closed, prior to any meeting of shareholders or for the payment of dividends or for any other purpose, and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Class B Common Shares called for thereby during any such period, delivery of certificates for or other evidence of Class B Common Shares may be postponed for a period not exceeding five (5) Business Days after the date of the re-opening of said share transfer books.

Subject to as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the Warrants represented hereby shall be taken against any shareholder, employee, consultant, officer or director of Parent Corporation, the Corporation or any of their subsidiaries, either directly or through Parent Corporation, the Corporation or such subsidiaries, it being expressly agreed and declared that the obligations under the Warrants evidenced hereby, are solely corporate obligations of the Corporation and that no personal liability whatever shall attach to or be incurred by the shareholders, employees, consultants, officers or directors of Parent Corporation, the Corporation or any of their subsidiaries or any of them in respect thereof, any and all rights and claims against every such shareholder, employee, consultant, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants evidenced hereby.

If this Warrant Certificate becomes stolen, lost, mutilated or destroyed the Corporation may, on such terms, as it may in its discretion impose, issue and countersign a new certificate of like denomination, tenor and date as this Warrant Certificate. The applicant for the issue of a new Warrant Certificate pursuant to this Section 18 shall bear the cost of the issue thereof and in the case of mutilation shall as a condition precedent to the issue thereof, deliver to the Corporation the mutilated Warrant Certificate, and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation in its discretion, acting reasonably, and the applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation in its discretion, acting reasonably, and shall pay the reasonable charges of the Corporation in connection therewith.

This Warrant Certificate and the Warrants shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to conflicts of laws principles. Any claim or controversy arising out of or relating to the Warrants or this Warrant Certificate or any breach thereof between the parties shall be submitted to FINAL AND BINDING ARBITRATION BEFORE JAMS IN THE STATE OF CALIFORNIA, COUNTY AND CITY OF LOS ANGELES, PURSUANT TO THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. ALL PARTIES FURTHER AGREE THAT THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE JAMS ARBITRATOR WHO IS A RETIRED CALIFORNIA OR FEDERAL JUDGE OR JUSTICE. The parties shall mutually agree on one arbitrator from the list provided by the arbitrating organization; provided that if the parties cannot agree, then each party shall select one arbitrator from the list, and the two (2) arbitrators so selected shall agree upon a third (3rd) arbitrator chosen from the same list, which third (3rd) arbitrator shall determine the dispute. The arbitrator shall, to the fullest extent permitted by law, have the power to grant all legal and equitable remedies including provisional remedies and award compensatory damages provided by law, however, the arbitrator shall not have authority to award punitive or exemplary damages. The arbitrator shall award costs and attorneys’ fees in accordance with the terms and conditions of this Warrant Certificate. The prevailing party in any arbitration or litigation shall be reimbursed for its arbitration costs (including attorneys’ fees) by the non-prevailing party. The parties further agree that, upon application of the prevailing party, any Judge of the Superior Court of the State of California, for the County of Los Angeles, may enter a judgment based on the final arbitration award issued by the JAMS arbitrator, and the parties expressly agree to submit to the jurisdiction of this Court for such a purpose. No action at law or in equity based upon any claim arising out of or related to this Warrant Certificate shall be instituted in any court by any party (or their respective equity holders) except (A) an action to compel arbitration pursuant to this Section 19 or (B) an action to enforce an award obtained in an arbitration proceeding in accordance with this Section 19. THE PARTIES UNDERSTAND THAT BY AGREEMENT TO BINDING ARBITRATION THEY ARE GIVING UP THE RIGHTS THEY MAY OTHERWISE HAVE TO TRIAL BY A COURT OR A JURY AND ALL RIGHTS OF APPEAL AND TO AN AWARD OF PUNITIVE OR EXEMPLARY DAMAGES.

If any one or more of the provisions or parts thereof contained in this Warrant Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

The headings of the articles, sections, subsections, clauses and paragraphs of this Warrant Certificate have been inserted for convenience and reference only and do not define, alter, limit or enlarge the meaning of any provision of this Warrant Certificate.

Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, paragraph or schedule refers to the article, section, subsection, clause, paragraph or schedule bearing that number or letter in this Warrant Certificate.

Whenever used in this Warrant Certificate, words importing the singular number only shall include the plural, and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder and its successors and permitted assigns and shall be binding upon the Corporation and its successors and assigns. This Warrant Certificate may be executed in counterparts, each of which will be deemed to be an original and both of which together will constitute a single agreement. The exchange of copies of this Warrant Certificate via email or other electronic means and of electronic signatures shall constitute effective execution and delivery of this Warrant Certificate as to the parties hereto. Electronic signatures transmitted via email or other electronic means shall be deemed to be an original signature for all purposes.

Any notice, document or communication required or permitted by this Warrant Certificate to be given by a party hereto shall be in writing and is sufficiently given to the other party if delivered personally, or if sent by prepaid registered mail, or if transmitted by any form of recorded telecommunication tested prior to transmission, to such party addressed as follows:

[ADDRESS]
                                                       
                                                       
Attn:                                              

MM CAN USA, Inc.
10115 Jefferson Boulevard

Culver City, California

U.S.A. 90232

Attention: Dan Edwards, SVP, Legal Affairs

E-mail:       dan.edwards@medmen.com

Notice so mailed shall be deemed to have been given on the fifth (5th) Business Day after deposit in a post office or public letter box. Neither party shall mail any notice, request or other communication hereunder during any period in which applicable postal workers are on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. Notice transmitted by a form of recorded telecommunication or delivered personally shall be deemed given on the day of transmission or personal delivery, as the case may be. Any party may from time to time notify the other in the manner provided herein of any change of address which thereafter, until change by like notice, shall be the address of such party for all purposes hereof.

Time shall be of the essence of this Warrant Certificate.

All dollar amounts referred to in this Warrant Certificate are in U.S. Dollars, except where expressly indicated otherwise.

Unless otherwise provided, no modification or amendment of any provision of this Warrant Certificate or consent to departure from the terms of this Warrant Certificate will be effective unless in writing and approved by the Corporation and a Majority in Interest.

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IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer as of this _____ day of ______________, 2021.

MEDMEN ENTERPRISES INC. RIGHTS CERTIFICATE

Each Warrant evidenced hereby and each Class B Common Share issuable on exercise of such Warrants shall have attached to it a right (a “Right”) that shall entitle the Holder to receive one Class B Subordinate Voting Share of MedMen Enterprises Inc. (each a “Subordinate Voting Share”) upon the redemption or exchange of such Class B Common Shares in accordance with their terms. The Rights will not be tradable separately from the Warrants nor the Class B Common Shares. This Warrant Certificate shall evidence the Rights. The Holder acknowledges that the Rights and the Subordinate Voting Shares are issued by MedMen Enterprises Inc. and may be subject to resale restrictions under applicable Canadian securities laws and that this legend shall be deemed to be on the certificate that represents the Rights: Unless permitted under securities legislation, the holder of this security must not trade the security before ____________, 2021.

SCHEDULE “A”

SUBSCRIPTION FORM

10115 Jefferson Boulevard

Culver City, California

U.S.A. 90232

The undersigned holder of the within Amended and Restated Warrant Certificate dated as of ______________, 2021 (the “Warrant Certificate”) hereby irrevocably subscribes for _________ Class B Common Shares (the “Shares”) of MM CAN USA, Inc., a California corporation (the “Corporation”) pursuant to the Warrant Certificate at the Exercise Price per Warrant specified in the said Warrant Certificate and encloses herewith cash or a certified check, money order or wire transfer payable to or to the order of the Corporation in payment of the subscription price therefor or has selected below to exercise the applicable Warrants on a cashless basis pursuant to Section 3(b) of the within Warrant Certificate. Capitalized terms used herein have the meanings set forth in the within Warrant Certificate.

The undersigned represents, warrants and certifies that the undersigned:

[Signature Page to Follow]

DATED this _____ day of _____________________, 20______.

If any Warrants represented by this certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Class B Common Share certificates or other applicable evidence for the Class B Common Shares subscribed for hereunder.

SCHEDULE “B”

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned Warrantholder hereby sells, assigns and transfers unto ________________ (the “Transferee”), at the address of _________________________, an aggregate of __________ Warrants to purchase Class B Common Shares in the capital of MM CAN USA, Inc., a California corporation (the “Corporation”) registered in the name of the undersigned on the records of the Corporation represented by the within Warrant Certificate, and irrevocably appoints the Chief Financial Officer of the Corporation as the attorney of the undersigned to transfer the said securities on the books or register of transfer, with full power of substitution. Capitalized terms used herein have the meanings set forth in the within Warrant Certificate.

DATED the _______ day of ______________________, 20_____.

Acknowledged and accepted by the Transferee as of the above date:

EXHIBIT B3

Downround Warrants

[See attached]

WARRANT CERTIFICATE

WARRANTS TO PURCHASE CLASS B COMMON SHARES

OF

MM CAN USA, INC.

(the “Corporation”)

(a corporation existing under the laws of the State of California)

THIS CERTIFIES THAT, for value received, [HOLDER] located at [ADDRESS] (the “Holder”) is entitled, at any time prior to the Expiry Time, to purchase, at the Exercise Price, one Class B Common Share for each Warrant evidenced by this certificate (this “Warrant Certificate”) on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Class B Common Shares at any time after the Expiry Time, and from and after the Expiry Time, the Warrants and all rights hereunder shall be void and of no value.

This Warrant Certificate is being issued to Holder as part of a series of similar warrant certificates (collectively the “Related Warrant Certificates”) issued to holders thereof (collectively, with Holder, the “Holders”) in connection with the making of that certain term loan in original principal amount of up to $12,000,000 (the “Loan”), which Loan is evidenced by that certain Senior Secured Term Note dated September 16, 2020 and governed by that certain Senior Secured Term Loan Agreement dated as of October 1, 2018, as modified by that certain First Modification to Senior Secured Commercial Loan Agreement dated April 8, 2019 (the “First Modification”), and further modified by that certain Second Modification to Senior Secured Commercial Loan Agreement dated January 13, 2020 (the “Second Modification”), and further modified by that certain Third Modification to Senior Secured Commercial Loan Agreement dated July 2, 2020 (the “Third Modification”), and further modified by that certain Fourth Modification to Senior Secured Commercial Loan Agreement dated September 16, 2020 (the “Fourth Modification”), and further modified by that certain Fifth Modification to Senior Secured Commercial Loan Agreement dated [*], 2021 (the “Fifth Modification”).

In this Warrant Certificate, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

At the Expiry Time, all rights under any Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall wholly cease and terminate and such Warrants shall be void and of no value or effect.

The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with the Subscription Form duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, and:

Any Warrants referred to in the foregoing clauses shall be deemed to be surrendered only upon delivery of such Warrants, and, if applicable, a certified check, money order or wire transfer to the Corporation at its principal office in the manner provided in Section 26. The date of such surrender shall be deemed the “Exercise Date” for purposes of this Warrant Certificate.

This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder, for one or more new Warrant Certificates of like tenor representing, in the aggregate, the right to subscribe for the number of Class B Common Shares which may be subscribed for hereunder; provided, that notwithstanding the foregoing, after any election to exercise, the number of Class B Common Shares covered by this Warrant Certificate shall be deemed automatically reduced by the number of Exercised Shares.

Upon exercise of the Warrants represented hereby and upon making all deliveries and payments as provided in Section 3, the Corporation shall cause to be issued to the Holder the Class B Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder shall become a shareholder of record of the Corporation in respect of such Class B Common Shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates or direct registration system (DRS) advice(s) evidencing such Class B Common Shares and the Corporation shall use commercially reasonable efforts to cause such certificate or certificates or DRS Advice(s) to be mailed to the Holder at the address or addresses specified in such subscription within five (5) Business Days of such delivery and payment.

The Corporation shall cause a register to be kept in which shall be entered the names and addresses of all holders of the Warrants and the number of Warrants held by them. The Warrants may be transferred by a Holder, in whole or in part in conformance with this Warrant Certificate. No transfer of Warrants shall be valid unless made by the Holder or its executors, administrators or other legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Corporation upon compliance with such reasonable requirements as the Corporation may prescribe, including compliance with the Securities Act and all other applicable state, provincial and federal securities laws, and recorded on the register of holders of Warrants maintained by the Corporation, nor until stamp or governmental or other charges arising by reason of such transfer have been paid. The transferee of a Warrant shall, after a Form of Transfer is duly completed and the Warrant is delivered to the Corporation and upon compliance with all other reasonable requirements of the Corporation and requirements of law, be entitled to have its name entered on the register as the owner of such Warrant, free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Warrant, save in respect of equities or rights of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction. The Corporation may treat the registered holder of this Warrant Certificate as the absolute owner of the Warrants represented hereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary except where the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

The Holder may subscribe for and purchase a number of Exercised Shares less than the number the Holder is entitled to purchase pursuant to this Warrant Certificate. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall be entitled to receive, without charge, a new Warrant Certificate in respect of the balance of the Class B Common Shares to which the Holder was entitled to purchase pursuant to this Warrant Certificate and which were then not purchased.

Notwithstanding any adjustments provided for in Section 11 or otherwise, the Corporation shall not be required upon the exercise of any Warrants, to issue fractional Class B Common Shares in satisfaction of its obligations hereunder and no amount shall be payable by the Corporation in respect of any such fraction of a Class B Common Share.

Nothing in this Warrant Certificate or in the holding of the Warrants evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Corporation.

Nothing herein contained or done pursuant hereto shall obligate the Holder to purchase or pay for or the Corporation to issue any Class B Common Shares except those Class B Common Shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.

The Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:

(any of such events being called a “Share Reorganization”), then the Exercise Price will be adjusted effective immediately after the effective date or record date for a Share Reorganization, as the case may be, at which the holders of Class B Common Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date, as the case may be, by a fraction, the numerator of which is the number of Class B Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Share Reorganization and the denominator of which is the number of Class B Common Shares outstanding immediately after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Class B Common Shares are distributed, the number of Class B Common Shares that would have been outstanding had all such securities been exchanged for or converted into Class B Common Shares on such effective date or record date).

(any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

by the Current Market Price of the Class B Common Shares as of the record date for the Rights Offering; and

as at the end of the Rights Period.

Any Class B Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation will be deemed not to be outstanding for the purpose of any such computation.

To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 11(b) as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in this Section 11(b), the Exercise Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Class B Common Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

and if such issuance or distribution does not constitute (A) a Share Reorganization, or (B) a Rights Offering (any of such non-excluded events being called a “Special Distribution”), then the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

Any Class B Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation will be deemed not to be outstanding for the purpose of any such computation.

Any certificate representing the Class B Common Shares issued upon the exercise of the Warrants will bear the following legend:

“THE COMMON SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH COMMON SHARES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH COMMON SHARES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION,  (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTION AS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MM CAN USA, INC.”

The Corporation shall not be required to deliver certificates for or other evidence of Class B Common Shares while the share transfer books of the Corporation are properly closed, prior to any meeting of shareholders or for the payment of dividends or for any other purpose, and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Class B Common Shares called for thereby during any such period, delivery of certificates for or other evidence of Class B Common Shares may be postponed for a period not exceeding five (5) Business Days after the date of the re-opening of said share transfer books.

Subject to as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the Warrants represented hereby shall be taken against any shareholder, employee, consultant, officer or director of Parent Corporation, the Corporation or any of their subsidiaries, either directly or through Parent Corporation, the Corporation or such subsidiaries, it being expressly agreed and declared that the obligations under the Warrants evidenced hereby, are solely corporate obligations of the Corporation and that no personal liability whatever shall attach to or be incurred by the shareholders, employees, consultants, officers or directors of Parent Corporation, the Corporation or any of their subsidiaries or any of them in respect thereof, any and all rights and claims against every such shareholder, employee, consultant, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants evidenced hereby.

If this Warrant Certificate becomes stolen, lost, mutilated or destroyed the Corporation may, on such terms, as it may in its discretion impose, issue and countersign a new certificate of like denomination, tenor and date as this Warrant Certificate. The applicant for the issue of a new Warrant Certificate pursuant to this Section 18 shall bear the cost of the issue thereof and in the case of mutilation shall as a condition precedent to the issue thereof, deliver to the Corporation the mutilated Warrant Certificate, and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation in its discretion, acting reasonably, and the applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation in its discretion, acting reasonably, and shall pay the reasonable charges of the Corporation in connection therewith.

This Warrant Certificate and the Warrants shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to conflicts of laws principles. Any claim or controversy arising out of or relating to the Warrants or this Warrant Certificate or any breach thereof between the parties shall be submitted to FINAL AND BINDING ARBITRATION BEFORE JAMS IN THE STATE OF CALIFORNIA, COUNTY AND CITY OF LOS ANGELES, PURSUANT TO THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. ALL PARTIES FURTHER AGREE THAT THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE JAMS ARBITRATOR WHO IS A RETIRED CALIFORNIA OR FEDERAL JUDGE OR JUSTICE. The parties shall mutually agree on one arbitrator from the list provided by the arbitrating organization; provided that if the parties cannot agree, then each party shall select one arbitrator from the list, and the two (2) arbitrators so selected shall agree upon a third (3rd) arbitrator chosen from the same list, which third (3rd) arbitrator shall determine the dispute. The arbitrator shall, to the fullest extent permitted by law, have the power to grant all legal and equitable remedies including provisional remedies and award compensatory damages provided by law, however, the arbitrator shall not have authority to award punitive or exemplary damages. The arbitrator shall award costs and attorneys’ fees in accordance with the terms and conditions of this Warrant Certificate. The prevailing party in any arbitration or litigation shall be reimbursed for its arbitration costs (including attorneys’ fees) by the non-prevailing party. The parties further agree that, upon application of the prevailing party, any Judge of the Superior Court of the State of California, for the County of Los Angeles, may enter a judgment based on the final arbitration award issued by the JAMS arbitrator, and the parties expressly agree to submit to the jurisdiction of this Court for such a purpose. No action at law or in equity based upon any claim arising out of or related to this Warrant Certificate shall be instituted in any court by any party (or their respective equity holders) except (A) an action to compel arbitration pursuant to this Section 19 or (B) an action to enforce an award obtained in an arbitration proceeding in accordance with this Section 19. THE PARTIES UNDERSTAND THAT BY AGREEMENT TO BINDING ARBITRATION THEY ARE GIVING UP THE RIGHTS THEY MAY OTHERWISE HAVE TO TRIAL BY A COURT OR A JURY AND ALL RIGHTS OF APPEAL AND TO AN AWARD OF PUNITIVE OR EXEMPLARY DAMAGES.

If any one or more of the provisions or parts thereof contained in this Warrant Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

The headings of the articles, sections, subsections, clauses and paragraphs of this Warrant Certificate have been inserted for convenience and reference only and do not define, alter, limit or enlarge the meaning of any provision of this Warrant Certificate.

Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, paragraph or schedule refers to the article, section, subsection, clause, paragraph or schedule bearing that number or letter in this Warrant Certificate.

Whenever used in this Warrant Certificate, words importing the singular number only shall include the plural, and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder and its successors and permitted assigns and shall be binding upon the Corporation and its successors and assigns. This Warrant Certificate may be executed in counterparts, each of which will be deemed to be an original and both of which together will constitute a single agreement. The exchange of copies of this Warrant Certificate via email or other electronic means and of electronic signatures shall constitute effective execution and delivery of this Warrant Certificate as to the parties hereto. Electronic signatures transmitted via email or other electronic means shall be deemed to be an original signature for all purposes.

Any notice, document or communication required or permitted by this Warrant Certificate to be given by a party hereto shall be in writing and is sufficiently given to the other party if delivered personally, or if sent by prepaid registered mail, or if transmitted by any form of recorded telecommunication tested prior to transmission, to such party addressed as follows:

[ADDRESS]
                                                       
                                                       
Attn:                                              

MM CAN USA, Inc.
10115 Jefferson Boulevard

Culver City, California

U.S.A. 90232

Attention: Dan Edwards, SVP, Legal Affairs

E-mail:        dan.edwards@medmen.com

Notice so mailed shall be deemed to have been given on the fifth (5th) Business Day after deposit in a post office or public letter box. Neither party shall mail any notice, request or other communication hereunder during any period in which applicable postal workers are on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. Notice transmitted by a form of recorded telecommunication or delivered personally shall be deemed given on the day of transmission or personal delivery, as the case may be. Any party may from time to time notify the other in the manner provided herein of any change of address which thereafter, until change by like notice, shall be the address of such party for all purposes hereof.

Time shall be of the essence of this Warrant Certificate.

All dollar amounts referred to in this Warrant Certificate are in U.S. Dollars, except where expressly indicated otherwise.

Unless otherwise provided, no modification or amendment of any provision of this Warrant Certificate or consent to departure from the terms of this Warrant Certificate will be effective unless in writing and approved by the Corporation and a Majority in Interest.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer as of this _____ day of ______________, 2021.

MEDMEN ENTERPRISES INC. RIGHTS CERTIFICATE

Each Warrant evidenced hereby and each Class B Common Share issuable on exercise of such Warrants shall have attached to it a right (a “Right”) that shall entitle the Holder to receive one Class B Subordinate Voting Share of MedMen Enterprises Inc. (each a “Subordinate Voting Share”) upon the redemption or exchange of such Class B Common Shares in accordance with their terms. The Rights will not be tradable separately from the Warrants nor the Class B Common Shares. This Warrant Certificate shall evidence the Rights. The Holder acknowledges that the Rights and the Subordinate Voting Shares are issued by MedMen Enterprises Inc. and may be subject to resale restrictions under applicable Canadian securities laws and that this legend shall be deemed to be on the certificate that represents the Rights: Unless permitted under securities legislation, the holder of this security must not trade the security before ____________, 2021.

SCHEDULE “A”

SUBSCRIPTION FORM

10115 Jefferson Boulevard

Culver City, California

U.S.A. 90232

The undersigned holder of the within Warrant Certificate dated as of ______________, 2021 (the “Warrant Certificate”) hereby irrevocably subscribes for _________ Class B Common Shares (the “Shares”) of MM CAN USA, Inc., a California corporation (the “Corporation”) pursuant to the Warrant Certificate at the Exercise Price per Warrant specified in the said Warrant Certificate and encloses herewith cash or a certified check, money order or wire transfer payable to or to the order of the Corporation in payment of the subscription price therefor or has selected below to exercise the applicable Warrants on a cashless basis pursuant to Section 3(b) of the within Warrant Certificate. Capitalized terms used herein have the meanings set forth in the within Warrant Certificate.

The undersigned represents, warrants and certifies that the undersigned:

[Signature Page to Follow]

DATED this _____ day of _____________________, 20______.

If any Warrants represented by this certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Class B Common Share certificates or other applicable evidence for the Class B Common Shares subscribed for hereunder.

SCHEDULE “B”

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned Warrantholder hereby sells, assigns and transfers unto ________________ (the “Transferee”), at the address of _________________________, an aggregate of __________ Warrants to purchase Class B Common Shares in the capital of MM CAN USA, Inc., a California corporation (the “Corporation”) registered in the name of the undersigned on the records of the Corporation represented by the within Warrant Certificate, and irrevocably appoints the Chief Financial Officer of the Corporation as the attorney of the undersigned to transfer the said securities on the books or register of transfer, with full power of substitution. Capitalized terms used herein have the meanings set forth in the within Warrant Certificate.

DATED the _______ day of ______________________, 20_____.

Acknowledged and accepted by the Transferee as of the above date:

Schedule 1

[See attached]

Exhibit C

Covenant Compliance Certificate

Exhibit 5.01(c)(iv)

[See attached]

Exhibit 5.01(c)(iv)

COVENANT COMPLIANCE CERTIFICATE

Date:

Dear Mr./Mrs. ______,

Pursuant to Article V, Section 5.01(c)(iv) of the Loan Agreement, the Borrower hereby delivers this Covenant Compliance Certificate for the four quarter period ended _______________ (the “Period”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Loan Agreement.

I, ______________, _______________ of the Borrower, solely in such capacity as ______ of the Borrower, hereby certify that the information contained in the Financial Reports, as identified above, is true and correct in all material respects, that such information has been prepared in compliance with the provisions of the Loan Agreement, and that, except as set forth on Schedule I hereto, no Event of Default has occurred and is continuing on the date of this certificate.

Schedule 2

Exhibit 10.2

Execution Version

May 11, 2021

MEDMEN ENTERPRISES INC.

10115 Jefferson Blvd.

Culver City, California 90232

Attention: Reece Fulgham, Chief Financial Officer

Re: Waiver of Certain Defaults and Events of Default in the Third Amended and Restated

Securities Purchase Agreement

Ladies and Gentlemen:

We refer to (i) that certain Third Amended and Restated Securities Purchase Agreement, dated as of January 11, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “SPA”) by and among MEDMEN ENTERPRISES INC., a company incorporated under the laws of the Province of British Columbia (the “Company”), MM CAN USA, INC., a California corporation (“Holdings”), each other Credit Party party thereto, each Purchaser (as defined therein) and GOTHAM GREEN ADMIN 1, LLC, a Delaware limited liability company, (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the SPA and (ii) that certain Fifth Modification to Senior Secured Commercial Loan Agreement, dated as of May 11, 2021 (the “Hankey Fifth Modification”), by and among, inter alios, Holdings, the Company and Hankey Capital, LLC.

The Company acknowledges that certain Potential Existing Defaults (as defined herein) identified on Exhibit A hereto have occurred under the SPA and other Operative Documents and are or may be continuing on and as of the date hereof (or, in the case of the Subsequent Defaults (as defined herein), may occur after the date hereof). In accordance with the SPA, the Collateral Agent and Holders signatories hereto (which constitute the Majority Holders) hereby agree that notwithstanding any provision in the SPA or any other Operative Document to the contrary, the Majority Holders hereby forever and irrevocably waive (i) the Potential Existing Defaults, in each case, in existence, having occurred or having been made on, or with respect to the periods ending on, or prior to the date hereof, and (ii) each Subsequent Default that may occur after the date hereof. The waiver set forth herein will be effective upon execution of this waiver letter (the “Waiver Letter”) by the Company, the other Credit Parties and the Majority Holders. This Waiver Letter constitutes an Operative Document. Notwithstanding anything to the contrary in this Waiver Letter, nothing herein shall constitute an admission that any Default or Event of Default has occurred and is continuing as of the date hereof.

In addition, in accordance with the SPA, the Collateral Agent and the Holders signatories hereto (which constitute Majority Holders) hereby consent to the transactions contemplated by the Hankey Fifth Modification, including, without limitation, the incurrence and payment of Modification Fee (as defined in the Hankey Fifth Modification) by the Borrower, and agree that any provision to the contrary contained in the SPA or in any other Operative Documents is hereby waived in respect of such transactions, including the incurrence and payment of the Modification Fee.

The waiver set forth above is limited solely to the Potential Existing Defaults and the Subsequent Defaults and shall not be deemed to be a waiver of any other Default or Event of Default or an amendment of any other provision of the SPA or any other Operative Documents. Except as set forth above, nothing contained in this Waiver Letter, or any other communication between or among Collateral Agent, Holders and any Credit Party, shall be construed as a waiver by Collateral Agent or Holders of any covenant or provision of the SPA, the other Operative Documents, this Waiver Letter or any other contract or instrument between or among any Credit Party, Collateral Agent and/or Holders, or of any similar future transaction, and the failure of Collateral Agent and/or Holders at any time or times hereafter to require strict performance by any Credit Party of any provision thereof shall not waive, affect or diminish any right of Collateral Agent and/or Holders to thereafter demand strict compliance therewith. Nothing contained in this Waiver Letter shall directly or indirectly in any way whatsoever either: (a) except as expressly provided herein, impair, prejudice or otherwise adversely affect Collateral Agent’s or any Holder’s right at any time to exercise any right, privilege or remedy in connection with the SPA or any other Operative Document, (b) except as expressly provided herein, amend or alter any provision of the SPA or any other Operative Documents or any other contract or instrument, or (c) constitute any course of dealings or other basis for altering any obligation of any Credit Party under the SPA or any other Operative Document or any right, privilege or remedy of the Collateral Agent or any Holder under the SPA, any other Operative Document or any other contract or instrument. Collateral Agent and Holders hereby reserve all rights granted under the SPA, the other Operative Documents, this Waiver Letter and any other contract or instrument between or among any Credit Party, Collateral Agent and Holders. As modified by this Waiver Letter, the SPA shall remain in full force and effect and constitute the legal, valid, binding and enforceable obligations of the Credit Parties. This Waiver Letter shall be governed by, and construed in accordance with the internal laws (and not the laws of conflicts) of the State of New York and all applicable laws of the United States of America. The Company agrees to pay on demand all costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Collateral Agent and the Majority Holders in connection with this Waiver Letter. This Waiver Letter constitutes the entire understanding of the parties hereto and supercedes any other prior or contemporaneous negotiations or agreements with respect to the subject matter hereof. This Waiver Letter may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement.

[Remainder of page intentionally left blank]

Waiver Letter – Signature Page

Waiver Letter – Signature Page

ACKNOWLEDGED AND AGREED:

COMPANY:

MEDMEN ENTERPRISES INC

OTHER CREDIT PARTIES:

MM CAN USA, INC.

Exhibit 10.3

EXECUTION VERSION

SUBSCRIPTION FOR SUBORDINATE VOTING SHARES AND WARRANTS

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation (“Units”) set forth below for the aggregate subscription price set forth below (the “Aggregate Subscription Amount”), representing a subscription price of US$0.32 per Unit (the “Issue Price”). Each Unit shall consist of one (I) Class B subordinate voting share (“Class B Share”) of the Corporation and one (1) Class B Share purchase warrant (each a “Warrant”). Each Warrant will be exercisable to purchase one additional Class B Share (a “Warrant Share”) at an exercise price of US$0.352 per share for a period of three (3) years from the date of issuance of the Warrants (the Warrants and together with the Class B Shares, the “Purchased Securities”), upon and subject to the terms and conditions set forth in the “Terms and Conditions of Subscription for Subordinate Voting Shares and Warrants of MedMen Enterprises Inc.” attached hereto (collectively with this face page, the “Subscription Agreement”).

ACCEPTANCE: The Corporation, by countersigning this Subscription Agreement below, hereby accepts this subscription as set forth above upon and subject to the terms and conditions contained in this Subscription Agreement.

This is the first page of an agreement comprised of 13 pages.

PLEASE MAKE SURE THAT YOUR SUBSCRIPTION INCLUDES:

PLEASE NOTE THAT THE FAILURE TO PROVIDE ALL OF THE ABOVE INFORMATION IN RESPECT OF WIRE TRANSFERS MAY RESULT IN THE COMPLETION OF YOUR SUBSCRIPTION FOR SECURITIES HEREUNDER BEING REJECTED OR DELAYED,

PLEASE DELIVER THE AFOREMENTIONED DOCUMENTS TO:

MedMen Enterprises Inc.

Attn: Reece Fulgham

Email: reece.fulgham@medmen.com

And To:

Manatt, Phelps & Phillips, LLP

Attn: Katherine Blair

Email: kblair@manatt.com

And To:

Cassels Brock & Blackwell LLP

Attn: Greg Hogan

Email: ghogan@cassels.com

TERMS AND CONDITIONS OF SUBSCRIPTION FOR

SUBORDINATE VOTING SHARES AND WARRANTS

OF MEDMEN ENTERPRISES INC.

Upon the original issuance of the Purchased Securities and until such time as is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, all certificates representing the Purchased Securities and Underlying Securities, and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend substantially in the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN COMPLIANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED THAT THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION.”

The Subscriber consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Purchased Securities or Underlying Securities in order to implement the restrictions on transfer set forth and described herein;

For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Corporation may suspend the use of the prospectus included in the Registration Statement contemplated by this Section in the event that the Corporation determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Corporation, the disclosure of which at the time is not, in the good faith opinion of the Corporation, in the best interests of the Corporation or (B) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Subscriber in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of Subscriber) disclose to such Subscriber any material non-public information giving rise to an Allowed Delay, (b) advise the Subscriber in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Subscriber agrees that, upon receipt of any notice from the Corporation of either (i) the commencement of an Allowed Delay or (ii) the discovery that, or upon the happening of any event as a result of which, the prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, Subscriber will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Subscriber is advised by the Company that such dispositions may again be made.

PRIVACY NOTICE

The Subscriber acknowledges that this Subscription Agreement and the Exhibits hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which may include, without limitation, determining the Subscriber’s eligibility to purchase the Purchased Securities under applicable securities laws, preparing and registering certificates representing the Purchased Securities to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. In addition, such personal information may be used or disclosed by the Corporation for the purpose of administering the Corporation’s relationship with the Subscriber or, if applicable, the beneficial purchaser for whom the Subscriber is contracting. For example, such personal information may be used by the Corporation to communicate with the Subscriber or, if applicable, the beneficial purchaser for whom the Subscriber is contracting (such as by providing annual or quarterly reports), to prepare tax filings and forms or to comply with its obligations under taxation, securities and other laws (such as maintaining a list of holders of shares). The Subscriber’s personal information may also be disclosed by the Corporation to (a) stock exchanges or securities regulatory authorities (including the Unites States Securities and Exchange Commission (the “SEC”))), (b) the Corporation’s registrar and transfer agent, (c) Canadian or United States tax authorities, and (d) any of the other parties involved in the Offering, including legal counsel, and may be included in closing books in connection with the Offering.

By executing this Subscription Agreement, the Subscriber consents to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents delivered in connection with this Subscription Agreement as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby and expressly consents to the collection, use and disclosure of the Subscriber’s personal information by the Canadian Securities Exchange for the purposes identified by such exchange, from time to time.

ACKNOWLEDGEMENT – PERSONAL INFORMATION

The Subscriber acknowledges as follows:

The Canadian Securities Exchange and its affiliates, authorized agents, subsidiaries and divisions (collectively referred to as “the Exchange”) may collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or applicant and use it for the following purposes:

As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self- regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.

The Subscriber hereby provides the Corporation with written consent to the disclosure of its Personal Information to the Exchange pursuant to the Exchange’s Form 9 and otherwise consents to the Form 9 filing, and to the collection, use and disclosure of its information by the Exchange in the manner and for the purposes described in Appendix A to the Exchange’s Form 9 or as otherwise identified by the Exchange, from time to time.

Exhibit 10.3(a)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN COMPLIANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED THAT THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BY 5:00 P.M. (PACIFIC TIME), ON MAY 16, 2024, OR SUCH EARLIER DATE AS PROVIDED HEREIN, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT.

THIS CERTIFIES THAT, for value received, PARALLAX MASTER FUND, L.P., a Cayman Islands company (hereinafter referred to as the “Holder”), is entitled, at any time prior to the Expiry Time, to purchase, at the Exercise Price, one Share in the capital stock of MedMen Enterprises Inc. (the “Company”) for each Warrant evidenced hereby, by surrendering to the Company at its office at 10115 Jefferson Boulevard, Culver City, CA 90232, this Warrant Certificate, together with a Subscription Form, duly completed and executed, and cash or a certified cheque, money order, bank draft or wire of immediately available funds in lawful money of Canada payable to or to the order of the Company for the amount equal to the Exercise Price per Share multiplied by the number of Shares subscribed for, on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any shares of the Company at any time after the Expiry Time, and from and after the Expiry Time this Warrant Certificate and the Warrants represented hereby, and all rights hereunder shall be void and of no value.

In this Warrant Certificate, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

or in the event that at any date the Shares are not listed on any exchange or on the over-the-counter market, the Current Market Price shall be as determined by the directors or such firm of independent chartered accountants as may be selected by the directors acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Shares sold during such period;

After the Expiry Time, all rights under any Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall wholly cease and terminate and such Warrants and this Warrant Certificate shall be void and of no value or effect.

Except as otherwise provided for below in this Section 3, the right to purchase Shares conferred by a Warrant may be exercised by the Holder surrendering this Warrant Certificate, together with a duly completed and executed Subscription Form. The Holder shall either (a) deliver with the Subscription Form a certified cheque, bank draft or wire transfer for the aggregate Exercise Price payable to, or to the order of, the Company, at the address as set out on this Warrant Certificate or such other address as the Company may from time to time in writing direct, or (b) elect, by instructing the Company on the Subscription Form, to receive Shares then issuable upon exercise of all or any part of this Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender Warrants in exchange for the number of Shares as computed using the following formula:

X = [Y (A-B)] / A

Where: X = the number of Shares to be issued to the Holder

Y = the number of Shares issuable to the Holder upon a cash exercise of the applicable number of Warrants duly surrendered for exercise.

A = the Current Market Price of one Share on the effective date that this Warrant Certificate, along with all associated documentation required pursuant to this Warrant Certificate, are duly surrendered to the Company for exercise.

B = the per Share Exercise Price (as adjusted in accordance with this Warrant Certificate as of the date of such calculation)

Any reference to the payment of the Exercise Price herein is deemed to include delivery of Warrants for cashless exercise as set forth in this Section 3.

This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder, for new warrant certificates of like tenor, and bearing the same legends representing, in the aggregate, the right to subscribe for the number of Shares which may be subscribed for hereunder.

The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable notice of exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Shares equivalent) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a notice of exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this paragraph, in determining the number of outstanding Shares, a Holder may rely on the number of outstanding Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the U. S. Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or a transfer agent setting forth the number of Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one trading day confirm orally and in writing to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Shares was reported. The “Beneficial Ownership Limitation” shall be 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the Intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Subject to applicable laws and the rights of any shares of the Company ranking in preference to the Shares, the Holder hereof shall be entitled to receive ratably with the holders of Shares, any dividends declared on the Shares or any other distributions made to the holders of Shares (the “Share Distribution”), on the basis as if the Warrants had been exercised for Shares at the Exercise Price in effect for the Warrants as of the record date for the determination of the holders of Shares entitled to receive the Share Distribution.

Upon such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder hereof the Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of such Shares with effect from the date of such delivery and payment and shall be entitled to delivery of confirmation of the registration of such Shares and the Company shall cause such confirmation to be mailed to the Holder hereof at the address or addresses specified in such subscription within five (5) Business Days of such delivery and payment.

The Company shall cause a register to be kept in which shall be entered the names and addresses of all holders of the Warrants and the number of Warrants held by them.

The Company may treat the registered holder of any Warrant Certificate as the absolute owner of the Warrants represented thereby for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary except where the Company is required to take notice by statute or by order of a court of competent jurisdiction.

Subject to the terms hereof and the terms set forth in the Transfer Form attached as Schedule “B” hereto, this Warrant may be transferred to: (i) an Affiliate of the Holder; or (ii) any other person; provided that no proposed transfer to a person that is not an Affiliate of the Holder will be permitted (A) without the prior written consent of the Company, which consent will not be unreasonably withheld, conditioned or delayed unless the Company determines, in its sole discretion, that the proposed transferee is, or is reasonably expected to become, a competitor of the Company. In addition to the foregoing, no transfer of this Warrant shall be effective unless this Warrant Certificate is accompanied by a duly executed Transfer Form or other instrument of transfer in such form as the Company may from time to time prescribe, together with such evidence of the genuineness of each endorsement, execution and authorization and of other matters as may reasonably be required by the Company. Notwithstanding anything else contained herein, no transfer of this Warrant shall be made if in the opinion of counsel to the Company such transfer would result in the violation of any applicable securities laws.

The Holder may subscribe for and purchase a number of Shares less than the number the Holder is entitled to purchase pursuant to this Warrant Certificate. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new Warrant Certificate in respect of the balance of the Shares of which he was entitled to purchase pursuant to this Warrant Certificate and which were then not purchased.

Notwithstanding any adjustments provided for in Section 13 hereof or otherwise, the Company shall not be required upon the exercise of any Warrants, to issue fractional Shares in satisfaction of its obligations hereunder. Where a fractional Share would, but for this Section 8, have been issued upon exercise of a Warrant, in lieu thereof, there shall be paid to the Holder an amount equal (rounded to the nearest $0.01) to the product obtained by multiplying such fractional share interest by the Current Market Price at the date of due exercise of this Warrant, accompanied by a subscription form and the Exercise Price in the manner provided in Section 3, which payment shall be made within five (5) Business Days of such delivery and payment.

Except as provided for herein, nothing in this Warrant Certificate or in the holding of the Warrants evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company.

Nothing herein contained or done pursuant hereto shall obligate the Holder to purchase or pay for or the Company to issue any shares except those shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.

All warrants issued concurrent herewith shall rank pari passu, notwithstanding the actual date of the issue thereof.

The Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:

(any of such events being called a “Share Reorganization”), then the Exercise Price will be adjusted effective immediately after the effective date or record date for the happening of a Share Reorganization, as the case may be, at which the holders of Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which is the number of Shares outstanding immediately after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had all such securities been exchanged for or converted into Shares on such effective date or record date).

(any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

by the Current Market Price of the Shares as of the record date for the Rights Offering; and

as at the end of the Rights Period.

Any Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.

If by the terms of the rights, options or warrants referred to in this Section 13, there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:

To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 13 as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in this Section 13, the Exercise Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

If the Holder has exercised this Warrant Certificate in accordance herewith during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor, the Holder will, in addition to the Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Shares equal to the result obtained when the Exercise Price in effect immediately prior to the end of such Rights Offering pursuant to this subsection is multiplied by the number of Shares received upon the exercise of this Warrant during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection; provided that the provisions of Section 7 will be applicable to any fractional interest in a Share to which such Holder might otherwise be entitled. Such additional Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Shares will be delivered to such Holder within ten (10) Business Days following the end of the Rights Period.

and if such issuance or distribution does not constitute (A) a Share Reorganization, (B) a Rights Offering or (C) the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Shares under which such holders are entitled to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares, where:

(any of such non-excluded events being called a “Special Distribution”), the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction: