THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among MEDMEN ENTERPRISES INC. as the Company EACH OTHER CREDIT PARTY SIGNATORY HERETO, THE PURCHASERS PARTY HERETO, as the Purchasers, and GOTHAM GREEN ADMIN 1, LLC as the Collateral...Securities Purchase Agreement • March 8th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
THIS THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of January 11, 2021, by and among MEDMEN ENTERPRISES INC., a company incorporated under the laws of the Province of British Columbia (the “Company”), MM CAN USA, INC., a California corporation (“Holdings” and, with the Company, collectively, the “Initial Borrowers”, and each is an “Initial Borrower”), each other Credit Party party hereto, each Purchaser (defined herein) party hereto and Gotham Green Admin 1, LLC, a Delaware limited liability company (the “Collateral Agent”).
THIRD AMENDED AND RESTATED LIMITED LIABILITYCOMPANY AGREEMENT OF MM ENTERPRISES USA, LLC a Delaware limited-liability company Dated as of May 28, 2018Limited Liability Company Agreement • October 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of May 28, 2018, is entered into by and among MM Enterprises USA LLC, a Delaware limited-liability company (the “Company”) and its Members (as defined herein).
FOURTH MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENTSenior Secured Commercial Loan Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
THIS FOURTH MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENT (this “Agreement”) is made as of this 16th day of September, 2020, by and among: (i) HANKEY CAPITAL, LLC, a limited liability company organized under the laws of the State of California with its principal place of business at 4751 Wilshire Blvd., Suite 110, Los Angeles, California 90010 (the “Lender”); (ii) MM CAN USA, INC., a corporation organized under the laws of the State of Delaware with its principal place of business at 10115 Jefferson Blvd., Culver City, California 90232 (the “Borrower”); (iii) MEDMEN ENTERPRISES INC., a public corporation organized and existing under the laws of British Columbia, Canada with its principal place of business at 10115 Jefferson Blvd., Culver City, California 90232 (the “Guarantor”); and (iv) the “Pledgors” named herein.
BUSINESS COMBINATION AGREEMENT by and among MEDMEN ENTERPRISES INC., NEW MEDMEN INC., MEDMEN MERGER CORP., PHARMACANN LLC, ILLINOIS MEDTECH, LLC, THE PHARMACANN LLC MAJORITY MEMBERS and THE OTHER TRANSFERORS NAMED HEREIN dated as of December 23, 2018Business Combination Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Delaware
MEDMEN ENTERPRISES INC. SUBSCRIPTION AGREEMENT FOR SHARES (For US and International Subscribers)Subscription Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Ontario
S5 HOLDINGS LLC AND MEDMEN ENTERPRISES INC. BOARD NOMINATION RIGHTS AGREEMENT DATED AS OF AUGUST 17, 2021 BOARD NOMINATION RIGHTS AGREEMENTBoard Nomination Rights Agreement • September 24th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • British Columbia
NOW THEREFORE this agreement witnesses that in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt, sufficiency and adequacy of which is hereby acknowledged), the parties hereto agree as follows:
SUPPORT AGREEMENTSupport Agreement • October 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • British Columbia
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 26th, 2022 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Florida
This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Second Amendment”) is entered into this 22nd day of August 2022, by and among MME Florida, LLC, a Florida limited liability company (“Seller”), MM Enterprises USA, LLC, a Delaware limited liability company (“MME USA”), and Green Sentry Holdings, LLC, a Florida limited liability company (“Buyer”). Each of Seller, MME USA, and Buyer are referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined or redefined herein shall have the meanings set forth in the Original Agreement (defined below).
SECOND MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENTSenior Secured Commercial Loan Agreement • October 19th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
THIS SECOND MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENT (this “Agreement”) is made as of this 13th day of January, 2020, by and among: (i) HANKEY CAPITAL, LLC, a limited liability company organized under the laws of the State of California with its principal place of business at 4751 Wilshire Blvd., Suite 110, Los Angeles, California 90010 (the “Lender”); (ii) MM CAN USA, INC., a corporation organized under the laws of the State of Delaware with its principal place of business at 10115 Jefferson Blvd., Culver City, California 90232 (the “Borrower”); (iii) solely with respect to the reaffirmation of guaranty set forth in Section 12 hereof, MEDMEN ENTERPRISES INC., a public corporation organized and existing under the laws of British Columbia, Canada with its principal place of business at 10115 Jefferson Blvd., Culver City, California 90232 (the “Guarantor”); and (iv) solely with respect to the reaffirmation of collateral set forth in Section 10 hereof, the “Pledgors” named
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of November 5, 2019 (this “Agreement”), is made by and between LE CIRQUE ROUGE, LP, a Delaware limited partnership (“LCR” or the “Purchaser”) and LCR SLP, LLC, a Delaware limited liability company (the “Seller”).
SENIOR SECURED COMMERCIAL LOAN AGREEMENTSenior Secured Commercial Loan Agreement • October 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
THIS SENIOR SECURED COMMERCIAL LOAN AGREEMENT (the “Agreement”) is made this 1st day of October, 2018, by and between HANKEY CAPITAL, LLC, a limited liability company organized under the laws of the State of California with its principal place of business at 4751 Wilshire Blvd., Suite 110, Los Angeles, CA 90010 (the “Lender”), and MM CAN USA, INC., a corporation organized under the laws of the State of Delaware with its principal place of business at 10115 Jefferson Blvd., Culver City, CA 90232 (the “Borrower”).
FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among MEDMEN ENTERPRISES INC., as the Company, EACH OTHER CREDIT PARTY SIGNATORY HERETO, THE HOLDERS PARTY HERETO, as the Holders, and GOTHAM GREEN ADMIN 1, LLC as the Collateral Agent...Securities Purchase Agreement • August 20th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
THIS FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of August 17, 2021, by and among MEDMEN ENTERPRISES INC., a company incorporated under the laws of the Province of British Columbia (the “Company”), MM CAN USA, INC., a California corporation (“Holdings” and, with the Company, collectively, the “Initial Borrowers”, and each is an “Initial Borrower”), each other Credit Party party hereto, each Holder (defined herein) party hereto and Gotham Green Admin 1, LLC, a Delaware limited liability company (the “Collateral Agent”).
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • January 12th, 2024 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Nevada
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of December 15, 2023 (the “Effective Date”), by and between MMOF Vegas Retail, Inc., a Nevada corporation (“Vegas Retail”), and MMOF Vegas Retail 2, Inc., a Nevada corporation (“Vegas Retail 2;” Vegas Retail and Vegas Retail 2 are referred to each as a “Seller” and collectively as the “Sellers”), on the one hand, and Retail Facilities Operations NV, LLC, a Nevada limited-liability company (“Buyer”), on the other hand. Each of the Sellers and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST Amendment TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 26th, 2022 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Florida
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Amendment”) is entered into this 31st day of July 2022, by and among MME Florida, LLC, a Florida limited liability company (“Seller”), MM Enterprises USA, LLC, a Delaware limited liability company (“MME USA”), and Green Sentry Holdings, LLC, a Florida limited liability company (“Buyer”). Each of Seller, MME USA, and Buyer are referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined or redefined herein shall have the meanings set forth in the Original Agreement (defined below).
INVESTMENT AGREEMENTInvestment Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Ontario
The “Investors”) propose to purchase, and MedMen Enterprises Inc. (the “Company” or the “Issuer”, and collectively with the Investors, the "Parties" or individually a "Party") proposes to sell, on a private placement basis completed in tranches (each a “Tranche”), over a twenty-four (24) month period commencing on the date hereof (subject to extension in writing by the Parties) (the “Offering Period”), unsecured convertible debentures of the Company in the form attached as Schedule B hereto (each a “Debenture” and collectively, the “Debentures”), which among other things will provide for a conversion price per Share (as defined below) that is equal to the closing price on the Trading Day (as defined herein) immediately prior to the closing date, or, if the closing occurs following the close of trading, the closing price on the day of closing.
AMENDMENT TO WARRANT CERTIFICATEWarrant Certificate Amendment • May 12th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Delaware
This Amendment to Warrant Certificate (this “Amendment”), effective as of March 18, 2021, is entered into by and between MedMen Enterprises Inc. (the “Company”) and GundyCO ITF MMCAP International Inc. SPC, a Cayman Islands company (the “Holder”). Capitalized terms used herein without definition have the respective meaning ascribed to them in the Warrant Certificate (as defined below).
TAX RECEIVABLE AGREEMENT by and among MM CAN USA, INC. MM ENTERPRISES USA, LLC and THE MEMBERS OF MM ENTERPRISES USA, LLC FROM TIME TO TIME PARTY HERETO Dated as of May 28, 2018Tax Receivable Agreement • October 19th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 28, 2018, is hereby entered into by and among MM CAN USA, Inc., a California corporation (“PC Corp”), MM Enterprises USA, LLC, a Delaware limited liability company (the “Company”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
STRICTLY PRIVATE AND CONFIDENTIALLetter Agreement • March 8th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
Reference is made to: (i) that certain letter agreement dated July 2, 2020 (the “July 2020 Letter”) entered into by and between MM CAN USA, INC. (the “Borrower”) and HANKEY CAPITAL, LLC (the “Lender”); (ii) that certain letter agreement dated December 16, 2020 entered into by and between Borrower and Lender (the “December 2020 Letter”); and (iii) that certain Senior Secured Commercial Loan Agreement between the Borrower and the Lender dated October 1, 2018 (as modified to date, the “Loan Agreement”). Capitalized terms used but not otherwise defined in this letter agreement (this “Letter Agreement”) shall have the meaning set forth in the Loan Agreement. The Borrower and the Lender hereby agree as follows:
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Delaware
(IL MedTech together with Norah Scott, Teddy Scott, MJP, CMM, FDT, Stephen Schuler and Gregory Cappelli, the “Majority Members”).
July 2, 2020Second Amended and Restated Agreement Regarding Board of Directors of the Company • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between VERANO EVANSTON, LLC and MM ENTERPRISES USA, LLC in connection with the purchase of the membership interests of MME EVANSTON RETAIL, LLC Effective as of July 1, 2020Membership Interest Purchase Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of July 1, 2020 (the “Effective Date”), by and between Verano Evanston, LLC, a Delaware limited liability company (“Purchaser”) and MM ENTERPRISES USA, LLC, a Delaware limited liability company (“Seller”). Purchaser and Seller are sometimes referred to in this Agreement, individually, as a “Party,” and collectively, as the “Parties.”
Gotham Green Partners, LLC AND Medmen enterprises inc. board nomination rights AGREEMENT DATED AS OF august 17, 2021 board nomination RIGHTS AGREEMENTBoard Nomination Rights Agreement • October 29th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • British Columbia
RECITAL: In connection with the ongoing ownership as of the date hereof of certain securities of the Corporation by the GGP Funds (as defined herein), being certain limited partnerships in respect of which GGP is designated as the investment adviser, the parties hereto have agreed to enter into this agreement to grant certain rights which are set out herein to GGP, on the terms and subject to the conditions set out herein.
MUTUAL RELEASEMutual Release • August 20th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
ASSIGNMENT AGREEMENTAssignment Agreement • January 12th, 2024 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Arizona
This ASSIGNMENT Agreement (this “Agreement”), is made and entered into as of December 15, 2023 (the “Effective Date”) by and between Omaha Management Services, LLC, an Arizona limited liability company (“Omaha”), and MME Retail Management, LLC, a Delaware limited liability company formerly known as CSI Solutions Management, LLC (“MME Retail”; Omaha and MME Retail are referred to herein, individually, as a “Seller” and, collectively, the “Sellers”), on the one hand, and Retail Facilities Operations AZ, LLC, an Arizona limited liability company (“Buyer”), on the other hand. The Sellers and Buyer are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • January 27th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
TIIlS SEVERANCE AGREEMENT AND RELEASE ("Agreement") is entered into as of the date on the signature page, by and between MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the "Company") and Michael W. Kramer ("Employee") (together the "Parties").
SEPARATION AGREEMENT AND RELEASESeparation Agreement • January 27th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is entered into as of the date on the signature page, by and between MedMen Enterprises Inc., a British Columbia Corporation (the “Public Corporation”), MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the “Company”) and Adam Bierman (“Employee”) (together the “Parties”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Delaware
This SECURITIES TRANSFER AGREEMENT (this “Agreement”) is entered into as of September 6, 2019 (the “Effective Date”) by and among MM Enterprises USA, LLC (the “Transferor”), each of Gotham Green Fund IJ (Q), L.P., Gotham Green Fund II , L.P., Hinsdale Limited Liability Company and SOJE Green Fund, LP -Series B (collectively, the “Transferees”) and Old Pal LLC, a Delaware limited liability company (the “Company”).
THIRD MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENTSenior Secured Commercial Loan Agreement • October 19th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
THIS THIRD MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENT (this “Agreement”) is made as of this 2nd day of July, 2020, by and among: (i) HANKEY CAPITAL, LLC, a limited liability company organized under the laws of the State of California with its principal place of business at 4751 Wilshire Blvd., Suite 110, Los Angeles, California 90010 (the “Lender”); (ii) MM CAN USA, INC., a corporation organized under the laws of the State of Delaware with its principal place of business at 10115 Jefferson Blvd., Culver City, California 90232 (the “Borrower”); (iii) MEDMEN ENTERPRISES INC., a public corporation organized and existing under the laws of British Columbia, Canada with its principal place of business at 10115 Jefferson Blvd., Culver City, California 90232 (the “Guarantor”); and (iv)the “Pledgors” named herein.
STOCK PURCHASE AGREEMENT By and between MATTHEW ABRAMS JEREMY ABRAMS JUDITH ABRAMS SCOTT ANGONE MARK MALAN and dated as of May 24, 2019 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
This Stock Purchase Agreement (this “Agreement”), dated as of May 24, 2019, is entered into by and between MM ENTERPRISES USA, LLC (“Buyer”) and each of Matthew Abrams, Jeremy Abrams, Judith Abrams, Scott Angone and Mark Malan (each an “Equityholder”, and collectively, the “Equityholders”).
MEDMEN ENTERPRISES INC. 2018 STOCK AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 19th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • British Columbia
We have read the foregoing representations of our customer, _________________________ (the "Seller") dated _______________________, with regard to the sale, for such Seller's account, of _________________ common shares (the "Securities") of the Company represented by certificate number ______________. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), on behalf of the Seller. In that connection, we hereby represent to you as follows:
SECURITIES LENDING AGREEMENTSecurities Lending Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • British Columbia
WHEREAS Lender is the beneficial owner of, among other securities, l Class B Subordinate Voting Shares (the “Loaned Securities”) in the capital of Medmen Enterprise Inc. (the “Corporation”), representing the Loaned Securities (as defined herein), and Borrower wishes to borrow the Loaned Securities from Lender;
AMENDMENT TO TERMS OF ENGAGEMENT OF SIERRACONSTELLATION PARTNERS LLCTerms of Engagement • July 16th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec
This Amendment (“Amendment”), entered into on May 1, 2020 and effective as of March 27, 2020, is entered into by and between SierraConstellation Partners LLC and MedMen Enterprises Inc. (collectively, the “Parties”).
FIRST MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENTSenior Secured Commercial Loan Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
THIS FIRST MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENT (this "Agreement") is made as of this 10th day of April, 2019, by and among HANKEY CAPITAL, LLC, a limited liability company organized under the laws of the State of California with its principal place of business at 4751 Wilshire Blvd., Suite 110, Los Angeles, CA 90010 (the "Lender") and MM CAN USA, INC., a a corporation organized under the laws of the State of Delaware with its principal place of business at 10115 Jefferson Blvd., Culver City, CA 90232 (the "Borrower"), and solely with respect to the reaffirmation fo guaranty set forth in Section 8 hereof, MEDMEN ENTERPRISES INC., a public corporation organized and existing under the laws of British Columbia, Canada ("Guarantor").
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • January 27th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California
THIS SEVERANCE AGREEMENT AND RELEASE ("Agreement") is entered into as of the date on the signature page, by and between MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the "Company") and Ryan Lissack ("Employee") (together the "Parties").
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between VERANO EVANSTON, LLC and MM ENTERPRISES USA, LLC in connection with the purchase of the membership interests of MME IL HOLDINGS, LLC Effective as of October 30, 2020Membership Interest Purchase Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec
This AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of October 30, 2020 (the “Effective Date”), by and between Verano Evanston, LLC, a Delaware limited liability company (“Purchaser”) and MM ENTERPRISES USA, LLC, a Delaware limited liability company (“Seller”). Purchaser and Seller are sometimes referred to in this Agreement, individually, as a “Party,” and collectively, as the “Parties.”
