SECURITIES PURCHASE AGREEMENT by and among MEDMEN ENTERPRISES INC. as the Company EACH OTHER CREDIT PARTY SIGNATORY HERETO, GOTHAM GREEN FUND 1, L.P., GOTHAM GREEN FUND 1 (Q), L.P., GOTHAM GREEN FUND II, L.P., GOTHAM GREEN FUND II (Q), L.P., AND...Securities Purchase Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is made as of April 23, 2019, by and between 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, Gotham Green Fund 1, L.P. (“GG1”), Gotham Green Fund 1 (Q), L.P. (“GG1Q”), Gotham Green Fund II, L.P. (“GGII”), Gotham Green Fund II (Q), L.P. (“GGIIQ”), Gotham Green Partners SPV IV, L.P. (“GGSPV”) (GG1, GG1Q, GGII, GGIIQ and GGSPV, together with their successors and assigns as permitted under this Agreement, collectively, the “Purchasers”, and each is a “Purchaser”), and Gotham Green Admin 1, LLC, a Delaware limited liability company (the “Collateral Agent”).
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
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”).
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.
MEDMEN ENTERPRISES INC. SUBSCRIPTION AGREEMENT FOR SHARES (For US and International Subscribers)MedMen Enterprises, Inc. • December 7th, 2020 • Retail-retail stores, nec • Ontario
SUBSCRIPTION AGREEMENT FOR SHARES (For US and International Subscribers)Subscription Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Ontario
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, 2020MedMen Enterprises, Inc. • December 7th, 2020 • 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.”
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”).
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”).
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;
FIRST MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENTCommercial 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").
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.”
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, TRANCHE 1 NOTES AND TRANCHE 2 NOTESSecurities Purchase Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, TRANCHE 1 NOTES AND TRANCHE 2 NOTES (the “Amendment”), is made on August 12, 2019, 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 “Borrowers”, and each a “Borrower”), each other Credit Party party hereto, the Purchasers signatory hereto (together with their successors and assigns as permitted under the Original Purchase Agreement, collectively, the “Purchasers”, and each is a “Purchaser”), and Gotham Green Admin 1, LLC, a Delaware limited liability company (the “Collateral Agent”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTESSecurities Purchase Agreement and Notes • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTES (the “Amendment”), is made on October 29, 2019, 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 “Borrowers”, and each a “Borrower”), each other Credit Party party hereto, the Purchasers signatory hereto (together with their successors and assigns as permitted under the Amended Purchase Agreement, collectively, the “Purchasers”, and each is a “Purchaser”), and Gotham Green Admin 1, LLC, a Delaware limited liability company (the “Collateral Agent”).
FOURTH MODIFICATION TO SENIOR SECURED COMMERCIAL LOAN AGREEMENTCommercial 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.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AND NOTES (the “Amendment”), is made on September 14, 2020, 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 “Borrowers”, and each a “Borrower”), each other Credit Party party hereto, the Purchasers signatory hereto (together with their successors and assigns as permitted under the Amended Purchase Agreement, collectively, the “Purchasers”, and each is a “Purchaser”), and Gotham Green Admin 1, LLC, a Delaware limited liability company (the “Collateral Agent”).
