Common use of All Subscribers Clause in Contracts

All Subscribers. ☒ All Subscribers must complete the information in the boxes on pages 2 and 3. ☒ All Subscribers must sign the execution page of this Subscription Agreement on page 2. ☒ Subscribers who are U.S. Purchasers (as defined herein) must complete Schedule “A” and sign on page A-7. ☐ Subscribers who are not U.S. Purchasers must complete Schedule “B” and sign on page B-2. Return this executed Subscription Agreement and all applicable Schedules attached hereto as follows: Return to: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ With a Copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP 2100 Scotia Plaza ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ together with payment in a manner as described below, or in such other manner as may be provided for by the Corporation (as defined herein), of the Subscription Amount set out on page 2 of this Subscription Agreement. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code: The undersigned, on its own behalf and, if applicable, on behalf of a Disclosed Principal (as defined herein) for whom it is acting hereunder (the “Subscriber”), hereby irrevocably subscribes for and agrees to purchase from the Corporation that number of Class B Subordinate Voting Shares of the Corporation (the “Shares”) set out below at a price of US$2.05 per Share (the “Subscription Price”). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares” including without limitation the terms, representations, warranties, covenants, certifications and acknowledgements set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation may rely upon the Subscriber’s representations, warranties, covenants, certifications and acknowledgements contained in such documents. Number of Shares: x US$2.05 (Name of Subscriber) = Account Reference (if applicable): _________________________________ Aggregate Subscription Price: (the “Subscription Amount”) By: Authorized Signature (Official Capacity or Title – if the Subscriber is not an individual) N/A (Name of Disclosed Principal) (Name of individual whose signature appears above if different than the name of the Subscriber printed above) (Disclosed Principal’s Residential Address, including Postal/Zip Code) (Subscriber’s Residential Address) (Disclosed Principal’s Telephone Number) (Email Address) (Subscriber’s Postal/Zip Code) (Account Reference, if applicable) (Subscriber’s Telephone Number) (Email Address) Shares being purchased hereunder. It is anticipated that the Shares purchased and issued hereunder will be represented by way of a DRS Statement(s) (as defined herein), and not by way of a definitive certificate(s).

All Subscribers. ☒ ☐ All Subscribers must complete the information in the boxes on pages 2 and 3. ☒ ☐ All Subscribers must sign the execution page of this Subscription Agreement on page 2. ☒ ☐ Subscribers who are U.S. Purchasers (as defined herein) must complete Schedule “A” and sign on page A-7. ☐ Subscribers who are not U.S. Purchasers must complete Schedule “B” and sign on page B-2. Return this executed Subscription Agreement and all applicable Schedules attached hereto as follows: Return to: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ With a Copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP 2100 Scotia Plaza ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ together with payment in a manner as described below, or in such other manner as may be provided for by the Corporation (as defined herein), of the Subscription Amount set out on page 2 of this Subscription Agreement. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code: The undersigned, on its own behalf and, if applicable, on behalf of a Disclosed Principal (as defined herein) for whom it is acting hereunder (the “Subscriber”), hereby irrevocably subscribes for and agrees to purchase from the Corporation that number of Class B Subordinate Voting Shares of the Corporation (the “Shares”) set out below at a price of US$2.05 0.43 per Share (the “Subscription Price”). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares” including without limitation the terms, representations, warranties, covenants, certifications and acknowledgements set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation may rely upon the Subscriber’s representations, warranties, covenants, certifications and acknowledgements contained in such documents. Number of Shares: x US$2.05 _______________________________________________ (Name of Subscriber) = Aggregate Subscription Price: ___________________________________________________ (the “Subscription Amount”) Account Reference (if applicable): _____________________________________ Aggregate Subscription PriceBy: ________________________________________________________________________ If the Subscriber is signing as agent or trustee for a principal (the a “Subscription AmountDisclosed Principal”) Byand is not purchasing as agent or trustee for accounts fully managed by it, complete the following: Authorized Signature (Name (Official Capacity or Title – if the Subscriber is not an individual) N/A (Name of Disclosed Principal) (Name of individual whose signature appears above if different than the name of the Subscriber printed above) (Disclosed Principal’s Residential Address, including Postal/Zip Code) (Subscriber’s Residential Address) (Disclosed Principal’s Telephone Number) (Email Address) (Subscriber’s Postal/Zip Code) (Account Reference, if applicable) (Subscriber’s Telephone Number) (Email Address) The Subscriber hereby provides the following instructions in connection with the registration and delivery of the Shares being purchased hereunder. It is anticipated that the Shares purchased and issued hereunder will be represented by way of a DRS Statement(s) (as defined herein), and not by way of a definitive certificate(s).. Registration Instructions: Delivery Instructions: (Name) (Name) (Account Reference, if applicable) (Account Reference, if applicable) (Address, including Postal/Zip Code) (Address, including Postal/Zip Code) Contact Name (Contact’s Telephone Number) (Email Address) Yes No 12,409,322 of MedMen Enterprises USA subordinate Class B Shares (public shares). In addition, we have 5,527,343 shares of Class B Common Shares of MM CAN USA, Inc. (see Section 1.1 – Definitions) Yes No (see Section 1.1 – Definitions) Yes No

All Subscribers. ☒ All Subscribers subscribers must complete the information complete, execute and deliver a Registration Rights Agreement in the boxes on pages 2 form attached to the accompanying Private Placement Memorandum as Annex C and 3. ☒ All Subscribers must sign a Selling Shareholder Questionnaire in the execution page of this Subscription Agreement on page 2. ☒ Subscribers who are U.S. Purchasers (form attached to the accompanying Private Placement Memorandum as defined herein) must complete Schedule “A” and sign on page A-7. ☐ Subscribers who are not U.S. Purchasers must complete Schedule “B” and sign on page B-2. Annex D. Return this executed Subscription Agreement and all applicable Schedules attached hereto as follows: Return to: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ With a Copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP 2100 Scotia Plaza ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ together with payment in a manner as described below, or in such other manner as may be provided for by the Corporation (as defined herein), Payment of the aggregate Subscription Amount set out on the following page 2 of this Subscription Agreement. Payment can will be made by way of wire transfer in U.S. funds using accordance with the following wire transfer instructionsPayment Instructions in Schedule “C”. TO: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code: VIREO GROWTH INC. (THE “COMPANY”) The undersigned, on its own behalf and, if applicable, on behalf of a Disclosed Principal (as defined herein) for whom it is acting hereunder (the “Subscriber”), hereby irrevocably subscribes for and agrees to purchase from the Corporation that number of Class B Subordinate Voting Shares of the Corporation subordinate voting shares (the each a “SharesShare”) as set out below at a price of US$2.05 0.625 per Share (the “Subscription Price”). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares” including Subscription”, including, without limitation limitation, the terms, representations, warranties, covenants, certifications and acknowledgements set forth in the applicable schedules Schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation Company may rely upon the Subscriber’s representations, warranties, covenants, certifications and acknowledgements acknowledgments contained in such documents. Number of Shares: x US$2.05 (Name of Subscriber) = Per Share Subscription Price: _________________________________ Account Reference (if applicable): _____________________________ Dollar Commitment Amount: __________________________________ Aggregate Subscription Price: (the “Subscription Amount”) By: _____________________________________________________ Authorized Signature (Official Capacity or Title – if the Subscriber is not an individual) N/A (Name of Disclosed Principal) (Name of individual whose signature appears above if different than the name of the Subscriber printed above) (Disclosed Principal’s Residential Address, including Postal/Zip Code.) (Subscriber’s Residential Address) (Disclosed Principal’s Telephone Number) (Email Address) (Subscriber’s Postal, including County/Zip Municipality and State and ZIP Code) (Account Reference, if applicable) (Subscriber’s Telephone Number) (Email Address) Shares being purchased hereunder. It If the Subscriber is anticipated that signing as agent or trustee for a principal (a “Disclosed Principal”) and is not purchasing as trustee or agent for accounts fully managed by it, so as to be deemed to be purchasing as principal pursuant to NI 45-106 complete the Shares purchased and issued hereunder will be represented by way following: (Name of a DRS Statement(sDisclosed Principal) (as defined hereinResidential Address of Disclosed Principal) (Telephone Number of Disclosed Principal) (Account Reference, if applicable), and not by way of a definitive certificate(s).

All Subscribers. ☒ All Subscribers must complete the Subscriber information in the boxes on pages 2 and 3. ☒ All Subscribers must sign the execution page Selling Shareholder Questionnaire attached as Schedule “C”. Schedule “B”, indicating which category is applicable. A completed and executed copy of this Subscription Agreement on page 2. ☒ Subscribers who are U.S. Purchasers (Agreement, including all items required to be completed as defined herein) set out above, must complete Schedule “A” be delivered no later than April 22, 2015, unless other arrangements acceptable to the Agent and sign on page A-7. ☐ Subscribers who are not U.S. Purchasers must complete Schedule “B” and sign on page B-2. Return this executed Subscription Agreement and all applicable Schedules attached hereto as follows: Return the Issuer have been made, to: ▇▇Secutor Capital Management Corp. ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ With a Copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP 2100 Scotia Plaza ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ together with payment Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇ Payment of the aggregate Subscription Amount must be made in a manner as described below, or in such other manner as Canadian dollars (which may be provided for settled in US$ equivalent using the closing Bank of Canada exchange rate on the day immediately prior to the Closing Date (as defined herein)) by bank draft, certified cheque or other form of immediately available funds payable in favour of “Secutor Capital Management Corp.” and must be delivered to the Corporation Agents (as defined herein), of by no later than 4:00 p.m. (Toronto time) on April 22, 2015, unless other arrangements acceptable to the Subscription Amount set out on page 2 of this Subscription AgreementAgents have been made. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code: The undersigned, on its own behalf behalf, and, if applicable, on behalf of a Disclosed Principal (as defined herein) those for whom it the undersigned is acting contracting hereunder as trustee or agent (referred to herein as the “SubscriberPurchaser”), hereby irrevocably subscribes for and agrees to purchase from the Corporation that Issuer the number of Class B Subordinate Voting Shares of the Corporation special warrants (the “SharesPurchased Securities” and each individually, a “Purchased Security”) of the Issuer set out below at for a subscription price of US$2.05 C$0.12 (which may be settled at the agreed US$ equivalent) per Share Purchased Security. This subscription plus the attached terms and conditions (the “Subscription PriceTerms and Conditions”), each completed and executed Accredited Investor Status Certificate (as defined in the Terms and Conditions), if applicable, and the schedules attached hereto and thereto, are collectively referred to as the “Subscription Agreement”. The Subscriber Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares” including without limitation the terms, representations, warranties, covenants, certifications and acknowledgements set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, agrees that the Corporation Issuer and the Agents may rely upon the Subscriber’s representations, warranties, covenants, certifications representations and acknowledgements warranties of the Purchaser contained in such documentsthe Subscription Agreement. Number of SharesPurchased Securities: x US$2.05 C$0.12(1) (Name of SubscriberPurchaser) = Account Reference (if applicable): _________________________________ By: Aggregate Subscription Price: C$ (the “Subscription Amount”) By: Authorized Signature (Official Capacity or Title – if the Subscriber is not an individual) N/A (Name of Disclosed Principal) (Name of individual whose signature appears above if different than the name of the Subscriber printed above) (Disclosed Principal’s Residential Address, including Postal/Zip Code) (Subscriber’s Residential Address) (Disclosed Principal’s Telephone Number) (Email Address) (Subscriber’s Postal/Zip Code) (Account Reference, if applicable) (Subscriber’s Telephone Number) (Email Address) Shares being purchased hereunder. It is anticipated that the Shares purchased and issued hereunder will be represented by way of a DRS Statement(s) (as defined herein), and not by way of a definitive certificate(s).Signature