Common use of Transactions to be Effected at the Closing Clause in Contracts

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver to the Transferors: (i) Each Transferor’s pro-rata allocation of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 of this Agreement

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Seller, FGWLA and CLAC, as applicable, shall execute and deliver to Purchaser, and shall cause their Affiliates (including the Transferors: (iInactive HMOs) Each Transferor’s pro-rata allocation of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares to execute and the Non-Key License Holdback Sharesdeliver to Purchaser, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of applicable: (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and Seller Indemnity Reinsurance Agreement; (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; FGWLA Indemnity Reinsurance Agreement; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; CLAC Indemnity Reinsurance Agreement; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); Seller Administrative Services Agreement; (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up FGWLA Administrative Services Agreement, each as executed by ParentCo; ; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this CLAC Administrative Services Agreement; and (vii) all the Transition Services Agreement; (viii) the Assumption Agreement; (ix) the Network Licensing Agreement; (x) the Transfer Documents; (xi) the Headquarters Leases; (xii) the Subleases, (xiii) certificates representing the Shares, duly endorsed in blank or accompanied by duly executed instruments of transfer reasonably acceptable to Purchaser; (xiv) the Subsidiary Assumption Agreement and (xv) such other agreements, documents, instruments or certificates and documents as are required by this Agreement to be delivered by ParentCo and MedMen to Seller, FGWLA, CLAC or their Affiliates at the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this AgreementClosing. (b) At the Closing, the Company and/or the Transferors Purchaser shall execute and deliver to ParentCo: Seller, FGWLA and CLAC, as applicable: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; Seller Indemnity Reinsurance Agreement; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; FGWLA Indemnity Reinsurance Agreement; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; CLAC Indemnity Reinsurance Agreement; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL MedtechSeller Administrative Services Agreement; and (v) all the FGWLA Administrative Services Agreement; (vi) the CLAC Administrative Services Agreement; (vii) the Transition Services Agreement; (viii) the Assumption Agreement; (ix) the Network Licensing Agreement; (x) the Transfer Documents; (xi) the Headquarters Leases; (xii) the Subleases; and (xiii) such other agreements, documents, instruments or certificates and documents as are required by this Agreement to be delivered by Transferors or Purchaser at the Company at or prior to the Closing pursuant to Section 10.02 of this AgreementClosing.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Buyer shall deliver deliver, or cause to the Transferorsbe delivered, to Seller: (i) Each Transferor’s pro-rata allocation the Note Purchase Price by delivery of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares Purchase Money Note and the Non-Key License Holdback SharesPledge and Security Agreement, as evidenced in each case, duly executed and delivered by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation ScheduleBuyer; (ii) an assignment and assumption of the Interests to Buyer in the form of Exhibit D hereto (the “Equity Assignment”), duly executed by Buyer; (iii) the Assignment and Assumption of MEC Management Agreement, duly executed by the Manager; (iv) the First Amendment to SDL Operating Agreement, duly executed by the Manager; (v) the First Amendment to SCL/SPL Ancillary Agreement, duly executed by the Manager; (vi) appropriate agreements, documents, instruments or certificates required to replace guarantees by MMAC and its Affiliates of Mxxxxxx Lxxxx Capital Services (together with its Affiliates, “MLCS”) whether to investors or to guaranteed funds in certain MGM LIHTC Assets or TC Fund I, such that MMAC and its Affiliates are released from any further liability thereon, in form and substance reasonably satisfactory to Buyer, MLCS and MMAC; (vii) the Management Agreement, duly executed by the Manager; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copy, certified by the secretary or similar officer copies of MedMen, of (i) the all resolutions duly and validly adopted by the Board board of Directors directors or managers, as applicable, of MedMen evidencing its authorization of Hxxx and Buyer authorizing the execution execution, delivery and performance of this Agreement and each of the other applicable Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent executive officer) of Buyer certifying the names and signatures of the officers of Hxxx and Buyer authorized to sign this Agreement and the other Transaction Documents to be delivered hereunder. (b) At the Closing, Seller, MMAC and MEC, as applicable, shall deliver, or cause to be delivered, to Buyer: (i) the Equity Assignment, duly executed by MMAC and Seller and their applicable Affiliates; (ii) the MedMen Arrangement Resolution Assignment and Assumption of MEC Management Agreement, duly and validly adopted evidencing the Shareholder Approvalexecuted by MEC; (iii) the First Amendment to SDL Operating Agreement, duly executed by MEC and the other parties thereto (other than the Manager); (iv) the First Amendment to SCL/SPL Ancillary Agreement, duly executed by MMAC and the other parties thereto (other than the Manager); (v) the Management Agreement, duly executed by MMAC; (vi) a copy of each third-party consent set forth in Schedule 7 (such third-party consents, the “Required Consents”); (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent executive officer) of MMAC certifying that attached thereto are true and complete copy, certified by the secretary or similar officer copies of ParentCo and Merger Sub, as applicable, of the all resolutions duly and validly adopted by the respective boards board of directors of ParentCo MMAC, MEC and Merger Sub evidencing authorization of Seller authorizing the execution execution, delivery and performance of this Agreement and each of the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and no other resolutions are necessary to which they are a party authorize the execution, delivery and performance of this Agreement and each of the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (ivviii) a certificate of a duly the Secretary or an Assistant Secretary (or equivalent executive officer) of MMAC certifying the names and signatures of the officers of MMAC, MEC and Seller authorized officer of ParentCo certifying as to sign this Agreement and the matters set forth in Section 10.03(a) and Section 10.03(b)other Transaction Documents to be delivered hereunder; (vix) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidencecertificates, in compliance with Treasury Regulations Section 1.1445-2(b)(2), certifying that each of Seller, MMAC and MEC is not a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreementforeign person; and (viix) all other agreementsif requested by Buyer, documentswritten resignations, instruments or certificates required in form and substance reasonably acceptable to be delivered by ParentCo Buyer, from each officer and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members director of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits Subsidiaries as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 of this Agreementso requested.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver to the TransferorsBuyer shall: (i) Each Transferor’s pro-rata allocation deliver to Sellers: (A) the Closing Cash Consideration (less deductions pursuant to Section 2.08) by wire transfer of immediately available funds to the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced bank account designated in writing by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation ScheduleSellers; (iiB) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization evidence reasonably satisfactory to Sellers of the execution appointment of this Agreement and the Transaction Documents Nicola to which it is a party and the consummation TMG's board of directors, effective as of the transactions Closing Date, as contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approvalby Section 7.02; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (vC) the Escrow Agreement executed by ParentCo Ancillary Documents and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors Buyer at or prior to the Closing pursuant to this Agreement (in each case duly executed by Buyer or such Affiliate thereof that is party thereto); (D) a copy of the legal opinion of TMG's counsel in connection with the issuance of the TMG Shares; (E) a copy of the authorization of the issuance of the TMG Shares. (ii) deliver to the Escrow Agent: (A) the Escrow Agreement, duly executed by Buyer; (iii) deliver to Nicola the Goodwill Purchase Agreement, duly executed by Buyer. (iv) issue instructions to the TMG's transfer agent, American Stock Transfer & Trust Company, instructing TMG's transfer agent to issue the TMG Shares in accordance with Section 10.3 of this Agreement7.17. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCoSellers shall: (i) Unit transfer documents evidencing the transfer deliver to Buyer: (A) with respect to each Seller's Mission US Interests, an Assignment of the Units to ParentCoMembership Interests substantially in the form of Exhibit D attached hereto (each a "Mission US Assignment"), free and clear of all Encumbrances, or duly executed by such other evidence of transfer of the Units satisfactory to ParentCoSeller; (iiB) with respect to each Seller's Mission UK Shares, stock transfer forms in the form of Exhibit E attached hereto (each a true "Mission UK Share Transfer"), duly executed by such Seller, and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of those other documents listed on Exhibit F attached to this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and therebyAgreement; (iiiC) resignation letters of all directors the Goodwill Purchase Agreement, duly executed by Nicola; (D) affidavits in form and managers of the Company that MedMen requests in writing at least two (2) Business Days prior substance reasonably satisfactory to Buyer, dated the Closing Date, except for pursuant to Section 1446(f)(2) of the Code and Treasury Regulations Section 1.1445-2(b), certifying that each of the Sellers is not a foreign person as that term is used therein (the "Withholding Affidavits"); it being understood that if Sellers fail to deliver such directors Withholding Affidavits, Buyer shall be entitled to withhold, or managers who are reasonably cause to be withheld, such amount as may be required to remain in their roles to effectuate be withheld under Section 1446 and Section 1445 of the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheldCode; (ivE) evidence satisfactory to Buyer that Mission UK has ceased to be member of, and no longer owns any equity interest in, each of Mission-Media (Property) LLP and Mission Rights Limited; (F) evidence satisfactory to Buyer that the dissolution of each of Mission-Media (Property) LLP and Mission Rights Limited has commenced prior to Closing, in each case in accordance with applicable Law; (G) the other Ancillary Documents and all other agreements (including each of the Escrow Xxxxx Employment Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreementsNicola Employment Agreement), documents, instruments or certificates required to be delivered by Transferors or each of the Company Sellers at the Closing pursuant to this Agreement (in each case duly executed by each such Seller); and (H) consolidated balance sheet with respect to Mission US and Mission UK as of May 31, 2018; and (I) current, as of Closing, cash report summarizing attached bank statements. (ii) deliver to the Escrow Agent, the Escrow Agreement, duly executed by each Seller; (iii) grant Buyer, TMG, and the respective Representatives designated by Buyer and TMG at or prior to Closing access to all of the Closing pursuant to Section 10.02 respective bank accounts of this AgreementMission US, Mission UK, MM Inc and MM Ltd.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Closing Buyer shall deliver to the Transferorsdeliver: (i) Each Transferor’s pro-rata allocation to Sellers’ Representative on behalf of each Seller, the Exchange Shares minus such Transferor’s pro-rata allocation of Cash Consideration (less the Escrow Shares and the Non-Key License Holdback Sharessums set forth in Section 2.1(a)), as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified set forth on Schedule A, in immediately available funds by wire transfer to an account of Sellers’ Representative designated in writing by Sellers’ Representative to Buyer no later than three Business Days prior to the Payment Allocation ScheduleClosing Date; (ii) a true and complete copyto each Seller, certified by duly executed stock certificates (or an irrevocable instruction letter to the secretary or similar officer Buyer’s transfer agent) for the shares of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization Buyer Common Stock representing each Seller’s proportionate share of the execution of this Agreement and Stock Consideration, in the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approvalamounts set forth on Schedule A; (iii) a true and complete copyto Sellers’ Representative, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby;Note; and (iv) a certificate of a duly authorized officer of ParentCo certifying as to AMV, an amount equal to the matters set forth in Section 10.03(a) and Section 10.03(b);Tax Withholding; and (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors Buyer at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors Closing Sellers shall deliver to ParentCoBuyer: (i) Unit transfer documents evidencing the transfer duly completed and executed transfers of the Units Shares in favour of the Buyer or as it directs; (ii) certificates for the Shares or an indemnity in the form reasonably required by Buyer for any lost certificates; (iii) (A) the resignations of all persons, other than the Founding Sellers, as directors of the Acquired Companies and their Subsidiaries and the secretary of the Acquired Companies and their Subsidiaries in the agreed form from their respective offices and employment in the Acquired Companies and their Subsidiaries containing a written acknowledgement under seal from each of them that he has no claim against the relevant Acquired Company or its Subsidiary on any grounds whatsoever, and (B) the appointment of three of Buyer’s nominees to ParentCoserve as directors of AMV and each of its Subsidiaries; (iv) Form 288a’s and 288b’s in respect of appointments and resignations of officers of the Acquired Companies or their Subsidiaries; (v) the certificate of incorporation, any certificate or certificates of incorporation on change of name, any common seal, all statutory books duly completed up to Closing, all share certificate books (with any unissued share certificates), copies of the up to date memorandum and articles of association and all existing Companies House electronic filing company authentication codes of the Acquired Companies or any of their Subsidiaries; (vi) all title deeds and documents (including plans and consents) relating to the Real Property occupied by the Acquired Companies or any of their Subsidiaries; (vii) the appropriate forms to amend all existing bank mandates and authorities of the Acquired Companies or any of their Subsidiaries; (viii) bank statements in respect of each account of the Acquired Companies as at the close of business on the last Business Day prior to the Closing Date, together with in each case a reconciliation statement prepared by the Seller to show the position at the Closing Date; (ix) evidence to the satisfaction of the Buyer that all debts and accounts between the Sellers and any Affiliates of the Sellers (on the one hand) and the Acquired Companies (on the other hand) have been fully paid and settled; (x) all other documents and instruments reasonably necessary to vest in Buyer all of Sellers’ right, title and interest in and to the Shares, with full title guarantee under English Law, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL MedtechLiens; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 of this Agreement

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Buyer shall deliver to the Transferorsdeliver: (i) Each Transferorto each Seller, to an account or accounts designated by each such Seller in writing to Buyer prior to the Closing, each such Seller’s pro-rata allocation Pro Rata Share of the Exchange Shares minus such Transferor’s pro-rata allocation aggregate amount of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation ScheduleClosing Payment; (ii) to each Seller, a true and complete copy14-day promissory note, certified by substantially in the secretary or similar officer form of MedMenExhibit B, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization for an amount equal to each such Seller’s Pro Rata Share of the execution of this Agreement Installment Payment (each an “Installment Note” and collectively, the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval“Installment Notes”); (iii) a true and complete copyto each Seller, certified by an 18-month promissory note, substantially in the secretary or similar officer form of ParentCo and Merger SubExhibit C, as applicablewhich will accrue interest at 6% per annum, for an amount equal to each such Seller’s Pro Rata Share of the resolutions duly Deferred Payment (each a “Note” and validly adopted by collectively, the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby“Notes”); (iv) to each Seller a certificate guaranty agreement duly executed by Turning Point Brands, Inc., substantially in the form of a duly authorized officer Exhibit D, guarantying payment to Sellers of ParentCo certifying any Holdback Amount due Sellers as to of the matters 18-month anniversary of the Closing Date (as set forth in Section 10.03(aArticle VIII hereof) and Section 10.03(bthe obligations set forth in the Installment Notes and the Notes, and the indemnification obligations of Buyer solely with respect to the Sellers’ Guaranties (as defined herein) (the “Guaranty Agreement”); (v) the Escrow Agreement Employment Agreements (as described below) executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo;Buyer; and (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors Buyer at or prior to the Closing pursuant to Section 10.3 7.03 of this Agreement. (b) At the Closing, the Company and/or the Transferors Seller shall deliver to ParentCoBuyer: (i) Unit transfer documents stock certificates evidencing the transfer of the Units to ParentCoShares, free and clear of all Encumbrances, duly endorsed in blank or such accompanied by stock powers or other evidence instruments of transfer of the Units satisfactory to ParentCoduly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) a true the Employment Agreements, substantially in the form of Exhibit E, executed by each of Campbell, Metzler, Xxx Xxxxxxxx, and complete copyXxx Xxxxxx (each, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and therebyan “Employment Agreement”); (iii) resignation letters of all directors the Transaction Documents and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company Seller at or prior to the Closing pursuant to Section 10.02 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver to the TransferorsBuyer shall: (i) Each Transferor’s pro-rata allocation of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares Deliver to Sellers: (A) immediately available funds to Sellers, Xxxxx Xxxxxx and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and Elodie Crichi in the amounts specified set forth on Schedule B in the Payment Allocation Scheduleaggregate amount of Twenty Million Dollars ($20,000,000) by wire transfer to the bank accounts designated in writing by each of the Sellers, Xxxxx Xxxxxx and Xxxxxx Xxxxxx at least one (1) Business Day prior to the Closing; (B) Notes to Sellers in the amounts set forth on Schedule B; (C) the Ancillary Documents, each duly executed by Buyer to the extent Buyer is a party thereto; and (D) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as Deliver to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) Escrow Agent the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (viiiii) all other agreementsDeliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, documentsbut in no event later than two (2) Business Days after the Closing Date; and (iv) Deposit $662,168.85 of cash (such amount, instruments or certificates required the “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to be delivered that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by ParentCo and MedMen to among the TransferorsCompany, the Sellers’ Representative or and City National Bank, a national banking association, as lender and as escrow agent (the Transferors at or prior “PPP Loan Escrow Agent”), substantially in the form of Exhibit D attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will be the exclusive source to the Closing satisfy any amounts owed by Buyer to Sellers pursuant to Section 10.3 of this Agreement.6.11; (b) At the Closing, each of the Company and/or the Transferors shall deliver to ParentCoSellers shall: (i) Unit transfer documents evidencing the transfer Deliver to Buyer: (A) an assignment of the Units Membership Interests to ParentCoBuyer in form and substance satisfactory to Buyer (the “Assignment Agreements”), free and clear of all Encumbrancesduly executed by such Seller; (B) written resignation, or such other evidence of transfer effective as of the Units Closing Date, of such Seller in his/her capacities as officer and manager of the Company, if applicable; (C) a counterpart to each of the Ancillary Documents, duly executed by such Seller, and in the case of the Escrow Agreement, the Sellers’ Representative; (D) counterparts to the release by Xxxxx Xxxxxx of Sellers, the Company and Buyer in form and substance satisfactory to ParentCoBuyer, duly executed by Xxxxx Xxxxxx and each of the Sellers; (E) counterparts to the release by Elodie Crichi of Sellers, the Company and Buyer in form and substance satisfactory to Buyer, duly executed by Elodie Crichi and each of the Sellers; and (ii) a true and complete copy, certified by Deliver the secretary or similar officer of Escrow Agreement to the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby;Escrow Agent. (iiic) resignation letters of all directors and managers of As soon as practicable following the Company that MedMen requests Closing, but in writing at least no event later than two (2) Business Days prior to after the Closing Date, except for such directors or managers who are reasonably required Buyer shall cause to remain in their roles be delivered: (i) subject to effectuate the Transfer of Cannabis Permits a Closing Share Adjustment as provided set forth in Section 8.202.02(a), subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement Sellers, Xxxxx Xxxxxx and Xxxxxx Xxxxxx, a stock certificate in the Lock-Up Agreements executed by name of such Seller in the Transferors’ Representative and amounts set forth on Schedule B hereto representing in the IL Medtech Lock-Up Agreement executed by IL Medtechaggregate a number of whole Buyer Shares (rounded down) in an amount equal to Seven Million Five Hundred Thousand Dollars ($7,500,000) at a per share price equal to the Issuance Price; and (vii) all other agreementsto the Escrow Agent, documents, instruments or certificates required immediately available funds in the amount of Two Million Dollars ($2,000,000) (the “Escrow Holdback”) representing the cash to be delivered by Transferors or held for the Company at or prior to the Closing purpose of securing any adjustment pursuant to Section 10.02 2.05 and potential indemnification obligations of this Sellers and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount shall be released to the Sellers (pro rata in accordance with each Seller’s Pro Rata Share) pursuant to the terms of the Escrow Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Buyer shall deliver to the Transferors: Sellers (i) Each Transferor’s pro-rata allocation of certificates representing the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Purchase Price Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors Buyer, acting reasonably, at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors Sellers shall deliver to ParentCo: Buyer or procure the delivery to the Buyer of (or if Buyer so elects, to a Subsidiary of the Buyer): (i) Unit transfer documents evidencing executed instruments of transfer; (ii) a resolution of the board of directors of the Acquired Company noting and approving the transfer of the Units Acquired Shares from Sellers to ParentCothe Buyer; (iii) all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Sellers’ right, title and interest in and to the Acquired Shares, free and clear of all Encumbrances, or such other evidence Liens; (iii) copy of the members register of the Acquired Company evidencing the transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; Acquired Shares; (iv) each duly executed transfer documents (“Traspaso de Acciones”) of PRMC Minority Shareholding to the Affiliate of the Escrow Agreement and the Lock-Up Agreements executed Buyer designated by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL MedtechBuyer; and (v) the shareholders’ registry of PRMC evidencing the transfer of PRMC Minority Shareholding to the Affiliate designated by Buyer; (vi) original share certificates of PRMC Minority Shareholding in the name of Cxxxxx Xxxxxxx Xxxxx Comandari and Axxxxxxxx Xxxxx Rxxxx duly cancelled and newly issued shares certificate of PRMC in the name of the Affiliate designated by Buyer; and (vii) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company Sellers at or prior to the Closing pursuant to Section 10.02 of this Agreement. Documents indicated in letters (iv), (v) and (vi) may be delivered by Seller to Buyer’s counsel in Chile, Bxxxx & MxXxxxxx Xxxxxxxx, who shall acknowledge receipt of those documents.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver to the TransferorsBuyer shall: (i) Each Transferor’s pro-rata allocation deliver, or provide evidence initiating such delivery within two (2) Business Days of the Exchange Shares minus Closing Date, to each Seller such TransferorSeller’s pro-rata allocation Pro Rata Share of the Escrow Shares and the Non-Key License Holdback Buyer Shares, as evidenced by statements from ParentCoset forth opposite each Seller’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified name on the Payment Allocation ScheduleExhibit A; (ii) a true deliver to each Seller such Seller’s Pro Rata Share of the Closing Payment, as set forth opposite each Seller’s name on Exhibit A; provided, that the Option Holder acknowledges and complete copyagrees that the Option Holder’s Pro Rata Share of the Closing Payment shall be reduced by, certified and each other Seller’s share of the Closing Payment shall be increased by their pro rata share (as determined among such other Sellers excluding the secretary or similar officer Option Holder) of MedMen, the sum of (i1) the resolutions duly and validly adopted by aggregate exercise price set forth opposite the Board of Directors of MedMen evidencing its authorization of Option Holder’s name on Exhibit A (the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby “Aggregate Exercise Price”) and (ii2) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder ApprovalOption Withholding Amount; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the deliver to each Seller all other Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors Buyer at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors each Seller shall deliver to ParentCoBuyer: (i) Unit transfer documents stock certificates or a lost stock affidavit evidencing the transfer of the Units to ParentCoShares held by such Seller, free and clear of all EncumbrancesLiens, duly endorsed in blank or such accompanied by stock powers or other evidence instruments of transfer of the Units satisfactory to ParentCoduly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company such Seller at or prior to the Closing pursuant to Section 10.02 of this Agreement; and (iii) a valid and properly completed IRS Form W-9 dated as of the Closing Date. (c) At the Closing, the Sellers’ Representative shall deliver to Buyer: (i) the written resignations of each of the directors and officers of the Company, which resignations shall be effective upon the Closing; (ii) the duly executed Employment Agreements; (iii) the duly executed Advisory Agreement; (iv) the duly executed Non-Compete and Release Agreements; and (v) accurate and complete copies of all consents and approvals, and reasonable evidence that the Company has provided the notices, in each case as set forth on Schedule 2.3(c). (d) At the Closing, the Company shall pay the Option Withholding Amount to the applicable Governmental Authorities.

Transactions to be Effected at the Closing. At the Closing: (a) At the Closing, ParentCo Sellers shall deliver to Buyers the Transferorsfollowing documents, which in the case of the documents listed in Section 4.3(a)(i) through Section 4.3(a)(ix) shall be in a form to be agreed by Sellers and Buyers, acting reasonably, and shall cause Barrick Bullfrog Inc. to deliver to Bald Mountain Buyer the document listed in Section 4.3(a)(xii), in a form agreed by Bald Mountain Buyer and Barrick Bullfrog Inc., acting reasonably: (i) Each Transferor’s pro-rata allocation duly executed deeds sufficient to transfer all of the Exchange Shares minus such Transferor’s pro-rata allocation of Purchased Assets that are Owned Real Property or Owned Mining Claims to the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Scheduleapplicable Buyer; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization executed assignments sufficient to transfer all of the execution of this Agreement and Purchased Assets that are Leased Real Property or Leased Mining Claims to the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approvalapplicable Buyer; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, duly executed assignments sufficient to transfer all of the resolutions duly and validly adopted by Purchased Assets that are Access Rights to the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and therebyapplicable Buyer; (iv) a certificate duly executed deeds or assignments sufficient to transfer all of a duly authorized officer of ParentCo certifying as the Purchased Assets that are Water Rights to the matters set forth in Section 10.03(a) and Section 10.03(b)applicable Buyer; (v) duly executed assignments and bills of sale sufficient to transfer the Escrow Agreement executed by ParentCo and Purchased Assets that are Tangible Property to the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCoapplicable Buyer; (vi) evidencesubject to Section 4.6, in a form reasonably satisfactory duly executed assignments sufficient to transfer all of the Purchased Assets that are Assigned Contracts, Transferred Permits or Intellectual Property to the Companyapplicable Buyer; (vii) duly executed assignments sufficient to transfer Bargold’s and Homestake Nevada’s Round Mountain Interest to Round Mountain Buyer; (viii) duly executed assignment sufficient to transfer the Membership Interest to Bald Mountain Buyer; (ix) evidence of the termination of any limited liability company agreement of Exploration LLC entered into by Bxxxxxx Gold U.S. as sole member; (x) duly executed counterpart of the Exploration LLC Agreement; (xi) duly executed counterpart of the Sellers Royalty Deed; (xii) duly executed deeds or assignments sufficient to transfer (A) the applicable portion of the Bullfrog Royalty and the Hagers Royalty to the Bald Mountain Buyer, that and (B) the Arrangement has occurred in accordance with Round Mountain Production Royalty to the terms of this AgreementRound Mountain Buyer; and (viixiii) all other agreements, documents, instruments or certificates required to be delivered (or caused to be delivered) by ParentCo and MedMen to the Transferors’ Representative or the Transferors any Seller at or prior to the Closing pursuant to Section 10.3 of this Agreement8.2. (b) At the Closing, the Company and/or the Transferors Buyers shall deliver to ParentCoSellers the following: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCoBase Purchase Price payable in accordance with Section 4.1(b); (ii) duly executed assumption agreements sufficient to assume the Assumed Liabilities in a true form to be agreed by Sellers and complete copyBuyers, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and therebyacting reasonably; (iii) resignation letters of all directors and managers duly executed counterpart of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheldExploration LLC Agreement; (iv) each duly executed counterpart of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL MedtechSellers Royalty Deed; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company Buyers at or prior to the Closing pursuant to Section 10.02 of this Agreement8.3.

Transactions to be Effected at the Closing. (a) At Subject to the terms and conditions of this Agreement, at the Closing, ParentCo shall deliver to the TransferorsPurchaser shall: (i) Each Transferor’s pro-rata allocation pay and deliver the Closing Payment to Sellers by means of a wire transfer of immediately available cash funds to an account as directed by Xxxxxxx’ Representative in writing prior to the Exchange Shares minus such Transferor’s pro-rata allocation of Closing (the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule“Sellers’ Account”); (ii) deliver subordinated promissory notes in the aggregate amount of $23,000,000 (the “Promissory Notes Amount”) in the form set forth on Exhibit D-1 hereto (each a true and complete copy“Subordinated Promissory Note” and, certified collectively, the “Subordinated Promissory Notes”) to Sellers in the amounts set forth on Exhibit D-2 set forth across from each Seller, in each case, duly executed by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder ApprovalPurchaser; (iii) a true pay, or cause to be paid, the Escrow Amount to the Escrow Agent, to be held pursuant to and complete copy, certified by in accordance with the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and therebyEscrow Agreement; (iv) a certificate on behalf of a duly authorized officer of ParentCo certifying as Company, cause the Estimated Closing Date Indebtedness to be repaid in full to the matters set forth in Section 10.03(a) and Section 10.03(b);Person or Persons entitled thereto pursuant to the Pay-Off Letters; and (v) on behalf of Company, pay the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory Estimated Unpaid Company Transaction Expenses to the Company, that Person or Persons entitled thereto pursuant to the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be instructions delivered by ParentCo and MedMen to the TransferorsSellers’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two three (23) Business Days prior to the Closing DateDate (which instructions shall include final invoices as contemplated by Section 2.5(a)(ii)), except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits each case, as provided further specified in Section 8.202.6. (vi) deliver to Sellers’ Representative, subject the Employment Agreement, duly executed by Company (as a subsidiary of Purchaser as of the Closing); (vii) deliver to MedMen’s approvalSellers’ Representative, such approval not the Retention Agreements, in each case, duly executed by Company (as a subsidiary of Purchaser as of the Closing); and (viii) deliver to be unreasonably withheldSellers’ Representative a counterpart signature page to the Escrow Agreement, duly executed by Xxxxxxxxx. (b) Subject to the terms and conditions of this Agreement, at the Closing, Sellers’ Representative shall deliver to Purchaser: (i) Subordinated Promissory Notes, duly executed by each of the applicable Sellers; (ii) the employment agreement, substantially in the form attached hereto as Exhibit E (the “Employment Agreement”), duly executed by Xxxxxxx; and (iii) the retention agreements, substantially in the form attached hereto as Exhibit F (each a “Retention Agreement” and, collectively, the “Retention Agreements”), duly executed by each of, as applicable, Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx, Xxxxx X’Xxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxxxxxx, and Xxxx Xxxxxx. (iv) each a counterpart signature page to the Escrow Agreement, duly executed by Sellers’ Representative. (c) The payment by Purchaser of the Escrow Agreement cash portions of the Purchase Price to the Sellers’ Account for distribution to Sellers shall constitute payment by Purchaser to each Seller and satisfaction of Purchaser’s obligation to pay such amount hereunder, and Purchaser shall thereafter have no liability or responsibility to any Person with respect to: (i) the Lock-Up Agreements executed allocation, determination, distribution or delivery of such cash portion of the Purchase Price among Sellers, including as may be required under any agreement among Sellers or under any Organizational Document or securities of Company; and (ii) any act or omission by the TransferorsSellers’ Representative in the performance of its obligations under this Agreement. After such payment by Purchaser, Sellers’ Representative shall be solely responsible for allocating and distributing to each Seller, such Seller’s respective share of cash portion of the IL Medtech Lock-Up Purchase Price from the Sellers’ Account. The Closing Payment, including any adjustment thereto, also shall be allocated to Sellers in accordance with the Purchase Price Disbursement Schedule. The portion of the cash portion of the Purchase Price allocated to each Seller (net of obligations and any escrow for indemnification obligations established pursuant to this Agreement executed or by IL Medtech; and (vSellers’ Representative in its sole discretion) all other agreementsshall be paid and distributed to such Seller by means of a wire transfer of immediately available funds to an account designated by such Seller to Sellers’ Representative prior to, documentson, instruments or certificates required after the Closing. Each Seller agrees that Sellers’ Representative may withhold from the proceeds otherwise distributable to each Seller hereunder, and pay, such Seller’s pro rata portion of any fees or expenses incurred, or estimated to be delivered incurred, by Transferors or on behalf of Sellers in connection with the transactions contemplated hereby. Nothing in this Section 2.3(c) is intended or shall be construed to confer on any Seller, rights against Purchaser relating to the portion of the Purchase Price allocated to such Seller or the Company at or prior to net proceeds received after delivery of same in the Closing pursuant to Section 10.02 of this AgreementSellers’ Account.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver to the TransferorsBuyer shall: (i) Each Transferor’s pro-rata allocation deliver such amounts to such Persons as necessary to satisfy all of the Exchange Shares minus such TransferorCompany’s pro-rata allocation Indebtedness for borrowed money (which shall include the outstanding principal amount of, and any accrued and unpaid interest on, and other payment obligations of the Escrow Shares Company in respect of such Indebtedness (including any prepayment premiums, breakage costs, fees and the Non-Key License Holdback Shares, expenses (including reasonable and documented attorneys’ fees and disbursements) that become due and payable as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance a result of the Exchange Shares in the names of the Transferors in non- certificated book-entry form prepayment on such date or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby hereby) other than (A) if the Xxxxxxxxx Loan Consent has been obtained prior to the Closing Date, the outstanding balance relating to the Xxxxxxxxx Loan and thereby and (B) the PPP Loan, if the PPP Lender Consent has been obtained as of such time, in each case as indicated in the Funds Flow Memorandum; (ii) if the MedMen Arrangement Resolution duly PPP Lender Consent has been obtained as of such time, (A) deliver a fully executed copy of the PPP Loan Escrow Agreement and validly adopted evidencing (B) pay into the Shareholder ApprovalPPP Loan Escrow Account the PPP Loan Escrow Funding to be held by the PPP Loan Lender in accordance with the PPP Loan Escrow Agreement; (iii) a true and complete copydeliver to Seller an amount equal to the Estimated Purchase Price minus the Holding Sub Amount, certified by wire transfer of immediately available funds to the secretary or similar officer of ParentCo and Merger Sub, as applicable, of account specified in the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and therebyFunds Flow Memorandum; (iv) a certificate subject to Section 2.03(c), deliver to QGH the Holding Sub Amount, by wire transfer of a duly authorized officer of ParentCo certifying as immediately available funds to the matters set forth account specified in Section 10.03(a) and Section 10.03(b)the Funds Flow Memorandum; (v) deliver payment of all Transaction Expenses as reflected in the Escrow Agreement executed by ParentCo Funds Flow Memorandum to the Persons indicated therein (and, for the avoidance of doubt, Buyer may rely upon the accuracy and correctness of any instructions to make such payments as set forth in the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo;Funds Flow Memorandum); and (vi) evidencedeliver to Seller evidence of the purchase by Buyer of the RWI Policy, in a form reasonably satisfactory to together with evidence of the Company, that payment of the Arrangement has occurred in accordance with premium for the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this AgreementRWI Policy. (b) At the Closing, the Company and/or the Transferors Seller Parties shall deliver to ParentCoBuyer: (i) Unit transfer documents evidencing subject to Section 2.03(c), duly executed instruments effecting the transfer of the Units Equity Interests to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCoBuyer in customary form; (ii) a true written resignations of the directors and complete copy, certified by officers (to the secretary or similar officer extent such officers are not employees of the Company, of the resolutions duly and validly adopted by the boards of managers and the members ) of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents Holding Sub as requested by Buyer pursuant to which each is a party and the consummation of the transactions contemplated hereby and therebySection 6.05; (iii) resignation letters with respect to each Seller Party, a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that such Seller Party is not a foreign person within the meaning of all directors and managers Section 1445 of the Code; and (iv) (A) a counterpart to the Non-Competition Agreement executed by NextChain Holdings, LLC and (B) a counterpart to the Non-Competition Agreement executed by RREF II NextChain, LLC, each substantially in the form attached as Exhibit C hereto. (v) subject to Section 2.03(c) and Section 2.03(d), evidence of the amendment to the Broker Parcel Services Agreement in respect of the AH Warrants, in the form attached as Exhibit D hereto and executed by the Company and AH on or prior to the date of this Agreement (the “BPSA Amendment”), being in full force and effect as of the Closing. (c) Notwithstanding anything to the contrary in this Agreement, in the event that MedMen requests in writing at least two an AH-Locus MAE has occurred and is continuing prior to the Closing, Buyer’s sole right and remedy under this Agreement shall be the following: (2i) Business Days if an AH-Locus MAE has occurred and is continuing prior to the Closing Datewith respect to solely the AH Shares (taken together with the AH Warrants) or solely the Locus Shares, except for such directors Buyer may elect to exclude (A) both the AH Shares and AH Warrants or managers who are reasonably required (B) the Locus Shares, as applicable, from the transactions to remain be effected at the Closing (in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20which case, subject to MedMen’s approvalSection 2.03(d), such approval not (x) QGH shall cause Holding Sub to be unreasonably withheld; (iv) each of transfer the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors AH Shares or the Company at or Locus Shares, as applicable, to an Affiliate of Holding Sub prior to the Closing at its sole cost and expense and without any liability in connection therewith to Holding Sub or any of its Affiliates following the Closing (including Buyer and its Affiliates) and (y) in the case of an AH-Locus MAE with respect to the AH Shares, the BPSA Amendment shall not be effective and shall be null and void as of the Closing and accordingly, Section 2.03(b)(v) shall be of no force and effect, by providing to Seller written notice of such election prior to the anticipated Closing Date, in which case the Purchase Price shall be reduced by the AH Shares Amount or Locus Shares Amount, as applicable; or (ii) if an AH-Locus MAE has occurred and is continuing prior to the Closing with respect to both the AH Shares and the Locus Shares, Buyer may elect to (A) exclude the acquisition of the Buyer Holding Sub Interests from the transactions to be effected at the Closing, and the BPSA Amendment shall not be effective and shall be null and void as of the Closing, by providing to Seller written notice of such election prior to the anticipated Closing Date, in which case the Purchase Price shall be reduced by the Holding Sub Amount and Section 2.03(b)(v) shall be of no force and effect, or (B) terminate this Agreement pursuant to Section 10.02 9.01(e). For the avoidance of doubt, the occurrence of an AH-Locus MAE or the taking of any actions as permitted or required under this Section 2.03(c) shall not constitute a breach of this Agreement, and, subject to the right to terminate this Agreement pursuant to Section 9.01(e), the absence of an AH-Locus MAE shall not be a condition to the completion of the purchase and sale of the QL Shares subject to the terms and conditions of this Agreement. (d) In the event Buyer exercises the remedy contemplated by Section 2.03(c)(i) within five (5) Business Days of the anticipated Closing Date, the Seller Parties and Holding Sub shall as promptly as practicable transfer the adversely affected AH Shares or Locus Shares, as applicable, from Holding Sub to another Subsidiary or Affiliate of the Seller Parties, without any liability in connection therewith to Buyer or any of its Affiliates (including, following the Closing, Holding Sub). Buyer acknowledges and agrees that the transfer described in the immediately preceding sentence may not be completed prior to the Closing, in which case (i) the Buyer Holding Sub Interests shall not be transferred to Buyer at the Closing (nor shall the Holding Sub Amount be paid at the Closing) and such failure to so transfer the Buyer Holding Sub Interests and pay the Holding Sub Amount at the Closing shall not constitute a breach of this Agreement or a failure to satisfy any condition to the completion of the purchase and sale of the QL Shares subject to the terms and conditions of this Agreement; (ii) in the case of an AH-Locus MAE with respect to the AH Shares, the BPSA Amendment shall not be effective and shall be null and void as of the Closing and Section 2.03(b)(v) shall be of no force and effect; and (iii) the Buyer Holding Sub Interests shall be transferred, conveyed, sold and assigned to Buyer following the Closing promptly after the completion of such transfer of the adversely affected AH Shares or Locus Shares, as applicable, to another Subsidiary or Affiliate of the Seller Parties, and the AH Shares Amount or Locus Shares Amount, as applicable, shall be paid by Buyer to QGH at the time of transfer of the Buyer Holding Sub Interests to Buyer by wire transfer of immediately available funds to the applicable account specified in the Funds Flow Memorandum.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Seller shall, and shall cause the other Divesting Entities to (as applicable), deliver or cause to the Transferorsbe delivered to Purchaser: (i) Each Transferor’s pro-rata allocation duly executed counterparts to each of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation ScheduleAncillary Agreements; (ii) the tangible Transferred Assets, all of which shall be located at the Chelsea Facility as of the Closing; (iii) an Assignment and Assumption of Lease with respect to the Chelsea Lease in the form of Exhibit D (the “Assumption of Lease”) attached hereto, duly executed by Civitas; (iv) a certificate, dated as of the Closing Date, of the Secretary of each of the Divesting Entities certifying (A) that attached thereto are true and complete copy, certified by the secretary or similar officer copies of MedMen, of (i) the all resolutions duly and validly adopted by the Board board of Directors directors or similar managing body of MedMen evidencing its authorization of such Divesting Entity authorizing the execution execution, delivery and performance of this Agreement and the Transaction Documents Ancillary Agreements to which it is will be a party and the consummation of the Acquisition and the other transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified to be consummated by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted it by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and such Ancillary Agreements, and that all such resolutions are in full force and effect and are all the Transaction Documents to which they are a party and the consummation of resolutions adopted in connection with the transactions contemplated hereby and thereby; , and (ivB) the names and signatures of the officers of each of the Divesting Entities authorized to sign this Agreement, the Ancillary Agreements to which it will be a certificate of a duly authorized officer of ParentCo certifying as party and the other documents required to the matters set forth in Section 10.03(a) be delivered hereunder and Section 10.03(b)thereunder; (v) evidence reasonably satisfactory to Purchaser that all Liens (other than Permitted Liens) on the Escrow Agreement executed by ParentCo Transferred Assets have been terminated and released as of the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCoClosing; (vi) evidencea certificate, dated as of the Closing Date and signed by an authorized officer of Seller, certifying that each of the conditions set forth in a Section 8.02(a), Section 8.02(b) and Section 8.02(d) have been satisfied or waived in writing by Purchaser; (vii) the Required Consents listed on Schedule 8.02(h), and the other Required Consents that have been obtained as of the Closing, each in form and substance reasonably satisfactory to Purchaser; (viii) a duly executed IRS Form W-9 from each Divesting Entity; (ix) a certificate of the CompanyDepartment of Revenue of the Commonwealth of Massachusetts as to the tax good standing of each of the Divesting Entities in Massachusetts, that dated as of recent date; (x) a tax lien waiver from the Arrangement has occurred in accordance with Department of Revenue of the terms Commonwealth of this AgreementMassachusetts pursuant to Massachusetts General Laws, Chapter 62C, Section 52; and (viixi) all such other agreements, documents, documents or instruments or certificates required as Purchaser reasonably requests and which are reasonably necessary to be delivered by ParentCo and MedMen to consummate the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this AgreementAcquisition. (b) At the Closing, the Company and/or the Transferors Purchaser shall deliver to ParentCoSeller: (i) Unit transfer documents evidencing the payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least three Business Days prior to the Units Closing Date), of (A) the Purchase Price and (B) such amounts as are required to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory be paid by Purchaser pursuant to ParentCoSection 3.04; (ii) duly executed counterparts to each of the Ancillary Agreements; (iii) the Assignment and Assumption of Lease, duly executed by Purchaser; (iv) a certificate, dated as of the Closing Date, of the Secretary of Purchaser certifying (A) that attached thereto are true and complete copy, certified by the secretary or similar officer copies of the Company, of the all resolutions duly and validly adopted by the boards board of managers directors of Purchaser authorizing the execution, delivery and the members of the Company evidencing authorization of the execution performance of this Agreement and the Transaction Documents Ancillary Agreements to which each is it will be a party and the consummation of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; , and (iiiB) resignation letters of all directors the names and managers signatures of the Company that MedMen requests in writing at least two (2) Business Days prior officers of Purchaser authorized to sign this Agreement, the Closing Date, except for such directors or managers who are reasonably required Ancillary Agreements to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to which it will be unreasonably withheld; (iv) each of the Escrow Agreement a party and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates documents required to be delivered by Transferors or it hereunder and thereunder; (v) the Company at or prior to R&W Policy bound and effective as of the date thereof; and (vi) a certificate, dated as of the Closing pursuant Date, signed by an authorized officer of Purchaser, certifying that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied or waived in writing by Seller; and (vii) such other documents or instruments as Seller reasonably requests and which are reasonably necessary to Section 10.02 of this Agreementconsummate the Acquisition.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Buyer shall deliver to the Transferors: Sellers (i) Each Transferor’s pro-rata allocation of certificates representing the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Purchase Price Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors Buyer, acting reasonably, at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors Sellers shall deliver to ParentCo: Buyer or procure the delivery to the Buyer of (or if Buyer so elects, to a Subsidiary of the Buyer): (i) Unit transfer documents evidencing executed instruments of transfer; (ii) a resolution of the board of directors of the Acquired Company noting and approving the transfer of the Units Acquired Shares from Sellers to ParentCothe Buyer; (iii) all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Sellers’ right, title and interest in and to the Acquired Shares, free and clear of all Encumbrances, or such other evidence Liens; (iii) copy of the members register of the Acquired Company evidencing the transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; Acquired Shares; (iv) each duly executed transfer documents (“Traspaso de Acciones”) of PRMC Minority Shareholding to the Affiliate of the Escrow Agreement and the Lock-Up Agreements executed Buyer designated by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL MedtechBuyer; and (v) the shareholders’ registry of PRMC evidencing the transfer of PRMC Minority Shareholding to the Affiliate designated by Buyer; (vi) original share certificates of PRMC Minority Shareholding in the name of Xxxxxx Xxxxxxx Xxxxx Comandari and Xxxxxxxxx Xxxxx Xxxxx duly cancelled and newly issued shares certificate of PRMC in the name of the Affiliate designated by Buyer; and (vii) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company Sellers at or prior to the Closing pursuant to Section 10.02 of this Agreement. Documents indicated in letters (iv), (v) and (vi) may be delivered by Seller to Buyer’s counsel in Chile, Xxxxx & XxXxxxxx Xxxxxxxx, who shall acknowledge receipt of those documents.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver AINC and New Holdco (as applicable) will deliver, and AINC will cause New Holdco to deliver, to the TransferorsRemington Parties, Cowen, Welter, and MJB Investments, as applicable: (i) Each Transferor’s pro-rata allocation the Aggregate Consideration, free and clear of all Encumbrances other than as set forth in the documents governing the New Holdco Preferred Stock and the Investor Rights Agreement and those created by either of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback SharesBennetts, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form MJB Investments, Xxxxx or other similar instrument and in the amounts specified on the Payment Allocation Schedule;Xxxxxx; and (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or and certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors AINC at or prior to the Closing pursuant to Section 10.3 of this Agreement2.03 and Section 8.03. (b) At the Closing, each of the Company and/or the Transferors shall Remington Parties (as applicable) will deliver (or cause to ParentCobe delivered) to AINC: (i) Unit transfer documents evidencing the transfer an assignment of the Units to ParentCoTransferred Securities owned by Xxxxxx Xxxxxxx, Xx. or Xxxxx X. Xxxxxxx, free and clear of all EncumbrancesEncumbrances other than those created by New Holdco or AINC and applicable securities Laws, or such other evidence of transfer of to New Holdco under the Units satisfactory to ParentCo;Remington Contribution Agreement, duly executed by Xxxxxx Xxxxxxx, Xx. and Xxxxx X. Xxxxxxx; and (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or and certificates required to be delivered by Transferors any of the Remington Parties or the Company Trusts at or prior to the Closing pursuant to Section 10.02 2.03 and Section 8.02. (c) At the Closing, MJB Investments will deliver to AINC: (i) an assignment of this the Transferred Securities owned by MJB Investments, free and clear of all Encumbrances other than those created by New Holdco or AINC and applicable securities Laws, to New Holdco under the Remington Contribution Agreement, duly executed by MJB Investments; and (ii) the other Transaction Documents and all other agreements, documents, instruments and certificates required to be delivered by MJB Investments at or prior to the Closing pursuant to Section 8.02. (d) At the Closing, each of Xxxxx and Xxxxxx will deliver to AINC: (i) an assignment of the Transferred Securities owned by Xxxxx and Xxxxxx, respectively, free and clear of all Encumbrances other than those created by New Holdco or AINC and applicable securities Laws, to New Holdco under the Remington Contribution Agreement, duly executed by Xxxxx and Xxxxxx; and (ii) the other Transaction Documents and all other agreements, documents, instruments and certificates required to be delivered by Xxxxx and Xxxxxx, respectively, at or prior to the Closing pursuant to Section 8.02.

Transactions to be Effected at the Closing. At the Closing: (a) At the Closing, ParentCo Purchaser shall deliver to the Transferors: Parent, and Parent shall accept (i) Each Transferor’s pro-rata allocation on behalf of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback SharesSeller), as evidenced payment by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the wire transfer of the Units immediately available funds to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests bank account designated in writing by Parent at least two (2) three Business Days prior to the Closing Date, except for such directors or managers who are reasonably required in an amount equal to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheldInitial Closing Date Amount; (ivb) each Parent shall cause the Seller to deliver to Purchaser certificates (if any) representing the Transferred Equity Interests, duly endorsed to Purchaser, and/or duly executed instruments of transfer and assignment of the Escrow Agreement Transferred Equity Interests, in form and the Lock-Up Agreements substance reasonably satisfactory to Purchaser, duly executed by the Transferors’ Representative and Seller; (c) Parent shall deliver to Purchaser the IL Medtech Lock-Up Agreement certificate required to be delivered pursuant to Section 6.02(e); (d) Purchaser shall deliver to Parent the certificate required to be delivered pursuant to Section 6.03(c); (e) Parent shall deliver to Purchaser the Transition Services Agreement, substantially in the form attached hereto as Exhibit A (the “Transition Services Agreement”), duly executed by IL MedtechParent; (f) Purchaser shall deliver to Parent the Transition Services Agreement, duly executed by Purchaser; (g) Parent shall deliver to Purchaser the Brand Licensing Agreement, in the form attached hereto as Exhibit B (the “Brand Licensing Agreement”), duly executed by its Affiliates party thereto; (h) Parent shall deliver to Purchaser the Master RELAs, duly executed by its Affiliate party thereto; (i) Purchaser shall deliver to Parent the Master RELAs, duly executed by its Affiliate party thereto; (j) Parent shall deliver to Purchaser the forms and agreements required to be delivered pursuant to Section 5.07(e); (k) Parent shall deliver to Purchaser evidence reasonably acceptable to Purchaser of the release, discharge and termination effective as of the Closing (such evidence shall include, to the extent applicable, UCC-3 terminations, Intellectual Property security agreement terminations, account control agreement terminations, mortgage releases and landlord waiver terminations, drafts of which, in each case, shall be provided to Purchaser at least three Business Days prior to Closing), of (i) any Liens (other than Permitted Liens) on the Transferred Equity Interests, the Group Companies or any of their assets securing the obligations of Parent or any of its Subsidiaries under any of the Parent Credit Agreements or any of the Parent Notes, (ii) except as set forth in Section 1.03(k) of the Parent Disclosure Letter, any guarantees of indebtedness for borrowed money provided by any of the Group Companies in respect of the obligations of Parent or any of its Subsidiaries under any of the Parent Credit Agreements or any of the Parent Notes and (iii) any agreements required to be terminated pursuant to Section 5.07(c); (l) Parent shall deliver to Purchaser evidence reasonably acceptable to Purchaser of (i) the settlement of all Intercompany Accounts in accordance with and pursuant to Section 5.22 and (ii) the termination of all Contracts listed on Section 1.03(l)(ii) of the Parent Disclosure Letter without any further liability to the Group Companies; and (vm) all other agreements, documents, instruments or certificates required to be delivered by Transferors or Parent shall deliver the Company at or prior to the Closing resignation letters in accordance with and pursuant to Section 10.02 of this Agreement5.16.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver AINC will deliver, or cause to be delivered, to the TransferorsPM Parties, MJB Investments and Xxxxxxx, as applicable: (i) Each Transferor’s pro-rata allocation the Aggregate Consideration, free and clear of all Encumbrances other than as set forth in the documents governing the New Holdco Preferred Stock and the Investor Rights Agreement and those created by either of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule;Bennetts; and (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or and certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors AINC at or prior to the Closing pursuant to Section 10.3 of this Agreement2.03 and Section 8.03. (b) At the Closing, each of the Company and/or the Transferors shall PM Parties (as applicable) will deliver to ParentCoAINC: (i) Unit transfer documents evidencing the transfer an assignment of the Units to ParentCoPM LLC Transferred Securities owned by Xxxxxx Xxxxxxx, Xx., free and clear of all EncumbrancesEncumbrances other than those created by New Holdco or AINC and applicable securities Laws, or such other evidence of transfer of to New Holdco under the Units satisfactory to ParentCo;PM Contribution Agreement, duly executed by Xxxxxx Xxxxxxx, Xx.; and (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or and certificates required to be delivered by Transferors or any of the Company PM Parties at or prior to the Closing pursuant to Section 10.02 2.03 and Section 8.02. (c) At the Closing, MJB Investments will deliver to AINC: (i) an assignment of this the PM LLC Transferred Securities owned by MJB Investments, free and clear of all Encumbrances other than those created by New Holdco or AINC and applicable securities Laws, to New Holdco under the PM Contribution Agreement, duly executed by MJB Investments; and (ii) the other Transaction Documents and all other agreements, documents, instruments and certificates required to be delivered by MJB Investments at or prior to the Closing pursuant to Section 8.02. (d) At the Closing, Xxxxxxx will deliver to AINC: (i) an assignment of the PM LLC Transferred Securities owned by Xxxxxxx, free and clear of all Encumbrances other than those created by New Holdco or AINC and applicable securities Laws, to New Holdco under the PM Contribution Agreement, duly executed by Xxxxxxx; and (ii) the other Transaction Documents and all other agreements, documents, instruments and certificates required to be delivered by Xxxxxxx at or prior to the Closing pursuant to Section 8.02.

Transactions to be Effected at the Closing. At the ------------------------------------------ Closing: (a) At the Closing, ParentCo Seller shall deliver to the Transferors: Purchaser (i) Each Transferor’s pro-rata allocation free and clear of all Liens (other than those created by Purchaser), certificates representing the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback SharesStock, as evidenced duly endorsed in blank, or accompanied by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares stock powers duly executed in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copyblank, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby Seller and (ii) the MedMen Arrangement Resolution duly such other documents as provided in Sections 4.7 and validly adopted evidencing the Shareholder Approval5.1 of this Agreement; (iiib) a true Purchaser shall deliver to Seller (i) payment as provided in Section 1.2 and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, (ii) such other documents as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution provided in Section 5.2 of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and therebyAgreement; (ivc) a certificate (i) all intercompany payables or other obligations of a duly authorized officer any Acquired Company to Apollo FRI Partners, L.P. ("Apollo") or any member of ParentCo certifying the Prandium Consolidated Group (as defined below) shall be paid by way of offset against intercompany receivables of such Acquired Company from Apollo or members of the Prandium Consolidated Group (which receivables exceed the aggregate amount of such payables or other obligations for any Acquired Company), (ii) the resulting net intercompany receivables of any Acquired Company from any member of the Prandium Consolidated Group shall be transferred to Seller and (iii) Purchaser shall not have any rights or obligations with respect to any intercompany obligations or receivables of any Acquired Company; provided that nothing in this Section 2.2(c) shall affect any of the matters covenants, agreements, obligations or liabilities of Prandium, Seller or Purchaser set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (viid) all other agreementsPrandium, documentsSeller and Purchaser shall enter into an Escrow Agreement, instruments substantially in the form attached hereto as Exhibit A (the "Escrow Agreement"), with a bank or certificates required trust company as shall be acceptable to be delivered by ParentCo Prandium, Seller and MedMen Purchaser as trustee on behalf of the parties as their interests may appear (the "Escrow Agent"), and Purchaser shall deposit $5.0 million (the "Escrow Funds") in cash with the Escrow Agent pursuant to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Escrow Agreement. (be) At Seller shall assume the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 of this AgreementEscheat Liability.

Transactions to be Effected at the Closing. At the ------------------------------------------ Closing: (a) At the Closing, ParentCo Seller shall deliver to the Transferors: Purchaser (i) Each Transferor’s pro-rata allocation of certificates representing the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback SharesStock, as evidenced duly endorsed in blank, or accompanied by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares stock powers duly executed in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copyblank, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby Seller and (ii) the MedMen Arrangement Resolution duly such other documents as provided in Section 4.15(a) and validly adopted evidencing the Shareholder ApprovalSection 6.1 of this Agreement; (iiib) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, Purchaser shall deliver to Seller (i) payment as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth provided in Section 10.03(a1.2 and (ii) such other documents as provided in Section 4.15(b) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms 6.2 of this Agreement; and (viic) all other agreementsSeller, documentsPurchaser and Escrow Agent (as defined below) shall enter into an Escrow Agreement, instruments substantially in the form attached hereto as Exhibit A (the "Escrow Agreement"), with a bank, trust company or certificates required escrow company as shall be acceptable to be delivered by ParentCo Seller and MedMen to Purchaser as trustee on behalf of the Transferors’ Representative or parties as their interest may appear (the Transferors "Escrow Agent"), and Purchaser shall deposit the Escrowed Amount in cash with the Escrow Agent at or prior to the Closing pursuant to the Escrow Agreement. The Escrowed Amount shall be used as the first, but not the exclusive, source of satisfying Seller's indemnification obligations and Seller's obligations with respect to any amounts payable to Purchaser pursuant to the provisions of Section 10.3 1.3. Notwithstanding the foregoing, it is the intent of this Agreement. the parties that the Escrowed Amount be set aside from the estate of Seller in the Reorganization Case and that the Escrowed Amount not be subject to claims from creditors of Seller, Prandium or their Affiliates. Accordingly, if the Bankruptcy Court's Sale Order does not include provisions approving the Escrow Agreement substantially in the form attached hereto as Exhibit A and the findings and directions described in Sections 5.1(a)(iv) and (b) At the Closingv), the Company and/or the Transferors shall deliver to ParentCo: Purchaser may, at its option (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, terminate this Agreement under Section 7.1(g) or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) elect to proceed with the Closing and deposit the Escrowed Amount into a true separate bank account of Purchaser; provided, however, until, and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Dateextent, except for disbursed to Seller, the funds in such directors or managers who are reasonably required account shall be the property of Purchaser. If Purchaser makes the election described in the foregoing clause (ii), Purchaser may apply the Escrowed Amount to remain Seller's indemnification obligations and obligations under Section 1.3 as otherwise provided herein and in their roles the Escrow Agreement, and Purchaser shall pay to effectuate Seller any amount not so applied on the Transfer of Cannabis Permits as date provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and for the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 final distribution of this Agreementamounts held therein.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Buyer shall deliver to the TransferorsSeller: (i) Each Transferor’s pro-rata allocation a certificate from an officer of Xxxxx dated as of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; Closing Date certifying that (iiI) a true correct and complete copy, certified by the secretary or similar officer copies of MedMen, of (i) the all resolutions duly and validly adopted by the Board manager of Directors of MedMen evidencing its authorization of Buyer authorizing the execution execution, delivery and performance of this Agreement and the Transaction Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (II) the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder (the “Buyer’s Officer’s Certificate”); (ii) reimbursement to Seller in the amount of $87,500 for services performed on a work for hire basis by Naamche (as defined below) for, and Seller’s operation of, the Business; (iii) the Buyer Closing Certificate; and (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) Ancillary Documents and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments instruments, or certificates (including evidence of the Buyer Issued Interests) required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors Buyer at or prior to the Closing pursuant to Section 10.3 7.03 of this Agreement. (b) At the Closing, the Company and/or the Transferors Seller shall deliver to ParentCoBuyer: (i) Unit transfer documents evidencing the transfer an assignment of the Units Membership Interests to ParentCoBuyer in form and substance satisfactory to Buyer (the “Assignment”), duly executed by Seller; and (ii) documentary evidence of the Conversion and consummation of the pre-Closing Contribution and Exchange, and ownership of the Membership Interests of the converted Company, including the following: (A) duly executed and enforceable Contribution Agreement by and between the Seller and the Company; (B) the original unit certificates representing the Membership Interests, if applicable, and duly executed copies of any documents or instruments necessary to transfer to the Buyer good and valid title to the Acquired Interests, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCoLiens; (C) evidence reasonably satisfactory to Buyer that (i) all Business assets, including but not limited to Company Products, Company IP Registrations, unregistered Trademarks, Company IP Agreements, Company IT Agreements and Licensed Intellectual Property have been properly assigned to the Company, (ii) that the Company holds all right title and interest in and to, free and clear of any and all liens or encumbrances, all assets related to the Business, and (iii) that all such assignments and changes of ownership have been duly recorded with the appropriate Governmental Authority. (iii) a true transition services and restrictive covenant agreement, in a form satisfactory to Buyer and Seller, duly executed by the Seller and Buyer (the “Transition Services Agreement”); (iv) an offer letter, duly executed by Xxxxxx Xxxxx (the “Pabbi Offer Letter”); (v) a consulting and restrictive covenant agreement or other similar work-for-hire agreement, in a form reasonably satisfactory to the Buyer, duly executed by Naamche, Inc., a Delaware corporation (“Naamche”) and/or each of its founders, as applicable (the “Naamche Agreement”); (vi) a certificate from an officer of Seller dated as of the Closing Date certifying that (A) correct and complete copycopies of each of the certificate of formation (or equivalent document) of the Company, certified by the secretary Secretary of State of the State of Delaware, and a copy of the limited liability company agreement (or similar officer equivalent document) of the Company, are attached thereto, (B) correct and complete copies of the all resolutions duly and validly adopted by the boards board of managers directors of Seller authorizing the execution, delivery and the members of the Company evidencing authorization of the execution performance of this Agreement and the Transaction Ancillary Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted by the board of directors of Seller in connection with the transactions contemplated hereby and thereby, (C) correct and complete copies of all resolutions adopted by the requisite stockholders of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby with respect to the stockholders of Seller, and (D) the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder (the “Seller’s Officer’s Certificate”); (iiivii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Seller Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheldCertificate; (ivviii) each of the Escrow Agreement and the Lock-Up Agreements amended SAFE 1, duly executed by Xxxxxx; (ix) the Transferors’ Representative and the IL Medtech Lock-Up Agreement amended SAFE 2, duly executed by IL MedtechXxxxxx; (x) the SAFE 1 Stock Issuance, duly executed by Xxxxxx; (xi) the SAFE 2 Stock Issuance, duly executed by Xxxxxx; (xii) the Promissory Note 1, duly executed by Xxxxxx; (xiii) the Promissory Note 2, duly executed by Xxxxxx; (xiv) the Assignment and Assumption Agreement, duly executed by Seller; (xv) Intellectual Property Assignment and Release Agreement by and between Naamche and Buyer; and (vxvi) any other Ancillary Documents and all other agreements, documents, instruments instruments, or certificates required to be delivered by Transferors or the Company Seller at or prior to the Closing pursuant to Section 10.02 7.02 or Section 2.03 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo Buyer shall deliver to the TransferorsSeller: (i) Each Transferor’s prothe Pre-rata allocation Adjustment Purchase Price by wire transfer of immediately available funds to the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form account or other similar instrument accounts and in the amounts specified on the Payment Allocation Schedulein writing by Seller; (ii) a true Transition Services Agreement whereby Seller and complete copyits Affiliates will provide certain specified services to the Company, certified substantially in the form of Exhibit B (the “Transition Services Agreement”), duly executed by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder ApprovalBuyer; (iii) the Parent Guaranty, duly executed by Houston Wire & Cable Company, a true Delaware corporation and complete copy, certified by the secretary or similar officer sole stockholder of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and therebyBuyer; (iv) a certificate of a duly authorized officer the Secretary or an Assistant Secretary (or equivalent officer) of ParentCo Buyer certifying as to that attached thereto are true and complete copies of all resolutions adopted by the matters set forth board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in Section 10.03(a) full force and Section 10.03(b);effect and are all the resolutions adopted in connection with the transactions contemplated hereby; and (v) a certificate of the Escrow Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required documents to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreementhereunder. (b) At the Closing, the Company and/or the Transferors Seller shall deliver to ParentCoBuyer: (i) Unit transfer documents stock certificates evidencing the transfer of the Units to ParentCoShares, free and clear of all Encumbrances, duly endorsed in blank or such accompanied by stock powers or other evidence instruments of transfer of the Units satisfactory to ParentCoduly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) the Transition Services Agreement, duly executed by Seller; (iii) the resignations and Release Agreements, effective as of the Closing, pursuant to Section 6.01; (iv) the Consent to Stock Sale and Release of Guarantors, duly executed by the parties thereoto; (v) the Books and Records of each Company Group Entity, in accordance with the last sentence of Section 4.27; (vi) the Employment Agreements, in the form previously approved by Buyer, duly executed by Buyer and each of Mxxx Xxxxxx, Dxxxx Xxxxxxx, Kxxxx Xxxxxx and Jxxx Xxxxxxxxxxx; (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copy, certified by the secretary or similar officer copies of the Company, of the all resolutions duly and validly adopted by the boards board of managers directors of Seller authorizing the execution, delivery and the members of the Company evidencing authorization of the execution performance of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby hereby, and therebythat all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (iiiviii) resignation letters of all directors and managers a certificate of the Company that MedMen requests in writing at least two Secretary or an Assistant Secretary (2or equivalent officer) Business Days prior of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not other documents to be unreasonably withhelddelivered hereunder; (ivix) a good standing certificate (or its equivalent) for each Company Group Entity from the secretary of state or similar Governmental Authority of the Escrow Agreement jurisdiction under the Laws in which each Company Group Entity is organized; (x) the Approvals set forth in Section 2.03(b)(x) of the Disclosure Letter, if any; (xi) a certificate from Seller conforming to the requirements of Treasury Regulations Section 1.445-2(b)(2), stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, dated as of the Closing Date and the Lock-Up Agreements duly executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL MedtechSeller; and (vxii) all other agreementsthe form of termination statements in respect of the UCC financing statements listed in Section 4.09(a) of the Disclosure Letter, documents, instruments or certificates required to be delivered filed by Transferors or the Company at or prior counsel of Wxxxx Fargo Bank, National Association, pursuant to the Closing pursuant to Bank Consent as defined in Section 10.02 2.03(b)(x) of this Agreementthe Disclosure Letter.

Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver the Company will deliver, or cause to be delivered, to the TransferorsRemington Holders, MJB Investments and Xxxxxxx, as applicable: (i) Each Transferor’s pro-rata allocation the Aggregate Consideration, free and clear of all Encumbrances other than as set forth in the Exchange Shares minus documents governing such Transferor’s pro-rata allocation of the Escrow Shares Transferred Securities and the Non-Key License Holdback Shares, as evidenced Investor Rights Agreement and those created by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule;any Remington Holder; and (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or and certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 2.03 and Section 8.03. (b) At the Closing, the Remington Holders will deliver to the Company: (i) an assignment of this Agreementthe Transferred Securities, free and clear of all Encumbrances other than those created by Newco or the Company and applicable securities Laws, to Newco and GP Holdings I and GP Holdings in form and substance satisfactory to the Company (the “LP Interest Assignment”), duly executed by each Remington Holder, as applicable; and (ii) the other Transaction Documents and all other agreements, documents, instruments and certificates required to be delivered by the Remington Holders at or prior to the Closing pursuant to Section 2.03 and Section 8.02. (c) At the Closing, MJB Investments will deliver to the Company: (i) an assignment of the Transferred Economic Interests, free and clear of all Encumbrances other than those created by Newco or the Company and applicable securities Laws, to Newco in form and substance satisfactory to the Company (the “Economic Interest Assignment”), duly executed by MJB Investments; and (ii) the other Transaction Documents and all other agreements, documents, instruments and certificates required to be delivered by MJB Investments at or prior to the Closing pursuant to Section 8.02. (d) At the Closing, Xxxxxxx will deliver to the Company: (i) an assignment of the Profits Interest, free and clear of all Encumbrances other than those created by Newco or the Company and applicable securities Laws, to Newco in form and substance satisfactory to the Company (the “Profits Interest Assignment” and together with the LP Interest Assignment and the Economic Interest Assignment, the “Assignment”), duly executed by Xxxxxxx; and (ii) the other Transaction Documents and all other agreements, documents, instruments and certificates required to be delivered by Xxxxxxx at or prior to the Closing pursuant to Section 8.02.