AMENDMENT TO TERMS OF ENGAGEMENT OF SIERRACONSTELLATION PARTNERS LLC

Exhibit 10.11(a)

AMENDMENT TO TERMS OF ENGAGEMENT OF SIERRACONSTELLATION PARTNERS LLC

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”).

WHEREAS, the Parties entered into that certain Engagement Letter dated March 9, 2020 (the “Agreement”);

WHEREAS, under the Agreement, Xxx Xxxxx was engaged as the Chief Restructuring Officer, and Xxxxxxx Xxxxxxx was engaged as Chief Restructuring Officer Support;

WHEREAS, the Parties desire to amend the Agreement such that Xxx Xxxxx shall act in an additional capacity as Interim Chief Executive Officer and Xxxxxxx Xxxxxxx shall act in an additional capacity as Interim Chief Operating Officer;

NOW, THEREFORE, the Parties hereby agree as follows:

1. Xxx Xxxxx shall be engaged as the Chief Restructuring Officer and Interim Chief Executive Officer.

2. Xxxxxxx Xxxxxxx shall be engaged as Chief Restructuring Officer Support and Interim Chief Operating Officer.

3. All other provisions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

SierraConstellation Partners LLC

By:  /s/ Xxxxxx X. Xxxxx

Name: Xxx Xxxxx

Title: Senior Managing Director

MedMen Enterprises Inc.

By: /s/ Xxxxxxxx Xxxx

Name: Xxxxxxxx Xxxx

Title: Executive Chairman