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”).
MUTUAL RELEASEMutual Release • August 20th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
Re: Board Observer AgreementAssignment Agreement • August 20th, 2021 • MedMen Enterprises, Inc. • Retail-retail stores, nec • British Columbia
In connection with the acquisition by Superhero Acquisition L.P. (“AcquisitionCo”) of certain convertible notes and warrants (collectively with all securities issued to AcquisitionCo or Tilray pursuant to the terms of such notes or warrants, including all top-up right-related warrants, the “Acquired Securities”) issued by MedMen Enterprises Inc. (the “Company”) pursuant to the Assignment and Assumption Agreement among AcquisitionCo and certain funds affiliated with Gotham Green Partners, LLC dated as of the date hereof (the “Assignment Agreement”), the Company has agreed to provide Tilray, Inc. (“Tilray”) with an irrevocable and unconditional right (subject to the express conditions of the Agreement) to appoint two representatives of Tilray as non-voting observers to the Company’s board of directors (the “Board”), with such appointment effective as of the date hereof. Tilray has confirmed to the Company that you are to be its two Board observers (each, an “Observer” and collectively, t
