EXHIBIT 10.20

SUBSCRIPTION AGREEMENT FOR SHARES

(For US and International Subscribers)

HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY?
The following items in this Subscription Agreement must be completed. (Please initial each box.)
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:

MedMen Enterprises, Inc.

10115 Jefferson Blvd.

Culver City, CA 90232

Attn: Dan Edwards

With a Copy to:

Cassels Brock & Blackwell LLP

2100 Scotia Plaza

40 King Street West

Toronto, OntarioM5H 3C2

together with payment in a mannerasdescribedbelow,orinsuchothermannerasmaybeprovidedforbytheCorporation(asdefinedherein),oftheSubscriptionAmountsetoutonpage2ofthisSubscriptionAgreement.PaymentcanbemadebywayofwiretransferinU.S.funds using the following wire transfer instructions:

Beneficiary Name and Address:

Account No.:

Routing No.:

Bank Name:

Bank Address:

Bank SWIFT code:

MEDMEN ENTERPRISES INC. SUBSCRIPTION AGREEMENT FOR SHARES

TO: MedMen Enterprises Inc. (the “Corporation”)

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$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.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as applicable, in the space provided below

Subscriber Information and Signature
	NumberofShares: _______________________________________________
(Name of Subscriber)	Aggregate Subscription Price:  ___________________________________________________
	(the “Subscription Amount”)
Account Reference (if applicable): _____________________________________
By: ________________________________________________________________________	If  the  Subscriber  is  signing  as  agent  or  trustee  for  a  principal  (a “Disclosed  Principal”)  and  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)	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 isanticipatedthat theSharespurchasedandissuedhereunderwill berepresented by way of aDRS Statement(s) (as defined herein), and not by way of a definitive certificate(s).

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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)

	State whether the Subscriber is an Insider (as defined herein) of the  Corporation:
Number and kind of securities of the Corporation owned, controlled or directed, directly or indirectly, if any:
	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)
	State whether the Subscriber is a Registrant (as defined herein):
	Yes                        No
	(see Section 1.1 – Definitions)
	State whether the Subscriber is a Related Person (as defined herein):
	Yes                        No

The Corporation derives a substantial portion of its revenues from the cannabis industry in certain states of the United States, which industry is illegal under United States federal law. The Corporation is involved (through subsidiaries) in the cannabis industry in the United States where local state laws permit such activities.

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR SHARES

ARTICLE 1 – INTERPRETATION

1.1Definitions

Whenever used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:

“Business Day” means a dayotherthanaSaturday,Sundayoranyotherdayonwhichtheprincipalbankslocated in Toronto, Ontario or Los Angeles, California are not open for business.

“Canadian Securities Laws” means, collectively, all Securities Laws of each of the provincesand territories ofCanada.

“CDS” means CDS Clearing and Depository Services Inc.

“Closing” has the meaning ascribed to such term in Section 4.1.

“Closing Date” has the meaning ascribed to such term in Section 4.1.

“Closing Time” has the meaning ascribed to such term in Section 4.1.

“Control Person” has the meaning ascribed to such term in Section 1(1) of the Securities Act (Ontario).

“Corporation” means MedMen Enterprises Inc. and includes any successor corporation to or of the Corporation.

“CSE” means the Canadian Securities Exchange.

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902 of Regulation S undertheU.S.SecuritiesAct.Withoutlimitingtheforegoing,butforgreaterclarity,suchtermmeans,subjecttotheexclusionsfromthedefinitionof“directedsellingefforts”containedinRegulationSundertheU.S.SecuritiesAct,anyactivityundertakenforthepurposeof,orthatcouldreasonablybeexpectedtohavetheeffectof,conditioningthemarketintheUnitedStatesforanyoftheShares,andincludes,withoutlimitation,theplacementofanyadvertisementinapublicationwithageneralcirculationintheUnitedStatesthatreferstothe offering of the Shares.

“DRS Statement” means a statementevidencingtheapplicablesecuritiesheldbyasecurityholderinbook-based form in lieu of a physical sharecertificate for such securities.

“Disclosed Principal” has the meaning ascribed to such term on page 2 of this Subscription Agreement. “including” means including without limitation.

“Insider” means (i) a directororofficeroftheCorporation(orasubsidiaryoftheCorporation),(ii)anyPersonwhobeneficiallyowns,directlyorindirectly,votingsecuritiesoftheCorporationorwhoexercisescontrolordirectionover,directlyorindirectly,votingsecuritiesoftheCorporationoracombinationof both carrying more than 10% of the voting rights attached to all voting securities of the Corporation for the time being outstanding, or (iii) a director or officer of an Insider of the Corporation.

“Offering” means the non-brokered private placement offering by the Corporation in the Selling Jurisdictions of up to 62,790,698 Shares pursuant to the Subscription Agreements for aggregate gross proceeds of up to Twenty Seven Million United States Dollars (US$27,000,000.00).

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“Person” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, limited liability company, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similarextendedmeaning.

“Registrant” means a dealer,adviser,ultimatedesignatedpersonorchiefcomplianceofficerasthosetermsareusedpursuanttotheCanadianSecuritiesLaws,oraPersonregisteredorotherwiserequiredtoberegisteredunder the Canadian Securities Laws.

“Related Person” means, in respect of the Corporation: (i) a partner,directororofficeroftheCorporationoranaffiliateoftheCorporation,(ii)apromoteroforpersonwhoperformsinvestorrelationsactivitiesfortheCorporationoranaffiliateoftheCorporation,(iii)anypersonthatbeneficiallyowns,eitherdirectly orindirectly,orexercisesvotingcontrolordirectionoveratleast10%ofthetotalvotingrightsattachedtoallvotingsecuritiesoftheCorporationoranaffiliateoftheCorporation,and(iv)suchotherpersonasmaybedesignated from time to time bythe CSE.

“Securities Laws” means, as applicable, the securities laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions and in each of the provinces and territories of Canada, the applicable policy statements, notices, blanket rulings, orders and all other regulatory instruments of the securities regulators in each of the Selling Jurisdictions and in each of the provinces and territories of Canada, and the rules and policies of the CSE.

“Selling Jurisdictions” means, collectively, the United States and those other jurisdictions outside of Canada and the United States determined by the Corporation in its discretion provided it is understood that no prospectus filing, registration statement or comparable obligation arises in such other jurisdictions.

“Shares” means the Class B Subordinate Voting Shares in the capital of the Corporation.

“Subscriber” means the subscriber for the Shares as set out on page 2 ofthisSubscriptionAgreementandincludes, as applicable, each Disclosed Principal for whom it is acting hereunder.

“Subscription Agreement” means this subscription agreement (including all Schedules attached hereto) and any instrument amending this Subscription Agreement; “herein”, “hereof”, “hereto”, “hereunder”, and similar expressions mean and refer to this Subscription Agreement and not to a particular Article or Section; and the expression “Article” or “Section” followed by a number means and refers to the specified Article or Section of this Subscription Agreement.

“Subscription Amount” has the meaning ascribed to such term on page 2 of this Subscription Agreement.

“Subscription Price” has the meaning ascribed to such term on page 2 of this Subscription Agreement.

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) of Regulation D underthe U.S. Securities Act.

“U.S. Person” means a “U.S.person”assuchtermisdefinedinRule902(k)ofRegulationSundertheU.S.Securities Act.

“U.S. Purchaser” means a Subscriber (i) in the United States, (ii) executing this Subscription Agreement from within any such location, or (iii) that received an offer to acquire the Shares while in any such location.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

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1.2 Number and Gender

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and vice versa and words importing persons shall include firms and corporations and vice versa.

1.3 Currency

Unless otherwise specified, all dollar amounts in this Subscription Agreement, including the symbol “$”, are expressed in United States dollars.

1.4 Subdivisions and Headings

The division of this Subscription Agreement into Articles, Sections, Schedules and other subdivisions and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Subscription Agreement. The headings in this Subscription Agreement are not intended to be full or precise descriptions of the text to which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Subscription Agreement.

ARTICLE 2 – SCHEDULES

The following are the Schedules attached to and incorporated in this Subscription Agreement by reference and deemed to be a part hereof:

Schedule “A”	- U.S. AccreditedInvestor Certificate
Schedule “B”	- Offshore Subscriber Certificate
Schedule “C”	- Representations and Warranties of the Corporation
Schedule “D”	- Material Subsidiaries
Schedule “E”	- Contact Information – Provincial Securities Regulatory Authorities

ARTICLE 3 – SUBSCRIPTION AND DESCRIPTION OF SHARES

3.1Subscription for the Shares

The Subscriber hereby confirms its irrevocable subscription for and offer to purchase from the Corporation that number of Shares indicated on page 2 ofthisSubscriptionAgreement,onandsubjecttothetermsandconditionssetoutinthisSubscriptionAgreement,fortheSubscriptionAmount,whichispayableasdescribed in Article 4.

3.2 Acceptance and Rejection of Subscription by the Corporation

The Subscriber acknowledges and agrees that the Corporation reserves the right, in its absolute discretion, to reject this subscription for Shares, in whole or in part, at any time prior to the Closing Time. If this subscription is rejected in whole, any wire transfers, bank drafts or other forms of payment delivered to the Corporation representing the Subscription Amount will be promptly returned to the Subscriber without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the Subscription Amount for that portion of the subscription for the Shares which is not accepted will be promptly returned to the Subscriber by the Corporation without interest or deduction.

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ARTICLE 4– CLOSING

4.1Closing

Delivery and sale of the Shares and payment of the aggregate Subscription Amount will be completed (the “Closing”) at the offices of the Corporation’s counsel, Cassels Brock & Blackwell LLP, in Toronto, Ontario, or at such other place as the Corporation may determine, at 8:00 a.m. (Toronto time) or at such other time as the Corporation may determine (the “Closing Time”), on December 18, 2019 or on such other date(s) as the Corporation may determine (the “Closing Date”).

If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement (other than the delivery by the Corporation of the DRS Statement(s) representing the Shares or of such other evidence of the issue of the Shares as the Corporation may determine) have not been complied with to the satisfaction of the Corporation, or waived by the Corporation, as applicable, the Corporation and the Subscriber will have no further obligations under this Subscription Agreement.

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).

4.2Conditions of Closing

The Subscriber acknowledges and agrees that the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time:

(a) at or prior to the time and date specified by the Corporation to the Subscriber:

(i)	the Subscriber having made payment of the Subscription Amount in a mannerasdescribedbeloworinsuchothermannerasmaybeprovidedforbytheCorporation.
	Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions:

Beneficiary Name and Address:

Account No.:

Routing No.:

Bank Name:

Bank Address:

Bank SWIFT code:

	(ii)	the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to:
MedMen Enterprises, Inc. 10115 Jefferson Blvd. Culver City, CA 90232 With a Copy to: Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2

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(iii)	if the Subscriber is a U.S.Purchaser,theSubscriberhavingproperlycompleted,signed and delivered Schedule “A”;
(iv)	if the Subscriber is not a U.S.Purchaser,theSubscriberhavingproperlycompleted, signed and delivered Schedule “B”;

(b)	the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c)	the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d)	all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e)	the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f)	the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g)	the issue and sale of the Shares being exempt from the requirement to file a prospectusorregistrationstatementunderapplicableSecuritiesLawsrelatingtothesaleoftheShares,ortheCorporationhavingreceivedsuchorders,consentsorapprovalsasmayberequiredtopermitsuchsalewithouttherequirementtofileaprospectusorregistration statement.

ARTICLE 5 – ACKNOWLEDGEMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTSOF THE SUBSCRIBER

5.1Acknowledgements, Representations, Warranties and Covenants of the Subscriber

The Subscriber, on its own behalf and, if applicable, on behalf of a DisclosedPrincipalforwhomitisactinghereunder,herebyacknowledges,representsandwarrantsto,andcovenantswith,theCorporationasfollowsandacknowledgesthattheCorporationisrelyingonsuchacknowledgements,representations, warranties and covenants in connection with the transactions contemplated herein:

(a) The Subscriber confirms that it:

(i)	has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks (including the potential loss of its entire investment) of its proposed investment in the Shares;
(ii)	is aware of the characteristics of the Shares and understands the risks relating to an investment therein; and
(iii)	is able to bear the economic risk of loss of its entire investment in the Shares.

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(b)	The Subscriber is resident, or if not an individual has its head office, in the jurisdiction set out on page 2 of this Subscription Agreement and intends that the Securities Laws ofthatjurisdictiongoverntheSubscriber’ssubscriptionandisnotawareofanyreasonwhy the laws of such jurisdiction would not govern such subscription. Such address wasnotcreatedandisnotusedsolelyforthepurposeofacquiringtheSharesandtheSubscriberwassolicitedtopurchaseinonlysuchjurisdictionandthepurchasebyandsale to the Subscriber of the Shares has only occurred in such jurisdiction.
(c)	The subscription for the Shares by the Subscriber and issuance of the Shares to the Subscriber is being made pursuant to exemptions under, and does not contravene any of the, applicable Securities Laws in the jurisdiction in which the Subscriber resides and does not give rise to and is exempt from any obligation of the Corporation to prepare and file a prospectusorsimilardocument,tosatisfyanyotherdisclosurerequirementsortoregistertheShares,ortoberegisteredwithortofileanyreportornoticewithanygovernmentalor regulatoryauthority or to comply with anycontinuous disclosureobligationsundertheapplicableSecuritiesLawsofthejurisdictioninwhichtheSubscriber resides.
(d)	As applicable, the Subscriber has properly completed, signed and delivered to the Corporation this Subscription Agreement, Schedule “A” (U.S. Accredited Investor Certificate) and Schedule “B” (Offshore Subscriber Certificate) and the acknowledgements, representations, warranties, covenants and information contained herein and therein are true and correct as of the date hereof and will be true and correct as of the Closing Time and if less than a completecopyofthisSubscriptionAgreementisdeliveredtotheCorporation,theCorporationanditsadvisorsareentitledtoassumethattheSubscriberacceptsandagreestoallthetermsandconditionsofthepagesnotdelivered, unaltered.
(e)	The Subscriber is aware that the Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and that the Shares may not be offered or sold, directly or indirectly, in the United States or to a U.S.PersonwithoutregistrationundertheU.S.SecuritiesActandapplicablestatesecuritieslawsorcompliancewiththerequirementsofanexemptionfromsuchregistrationanditacknowledgesthattheCorporationhasnoobligationorpresentintentiontofilearegistrationstatementundertheU.S.SecuritiesActorapplicablestatesecuritieslawsinrespect of such securities.
(f)	The Subscriber undertakes and agrees that it will not offer or sell, directly or indirectly any of the Shares in the United States or to a U.S.PersonunlesssuchsecuritiesareregisteredundertheU.S.SecuritiesActandapplicablestatesecuritieslaws,oranexemption from such registration requirement is available.
(g)	If the Subscriber has completed, signed and delivered Schedule “B” to the Corporation:

(i)	The Subscriber is not in the United States or a U.S.PersonandisnotacquiringtheSharesfortheaccountorbenefitofaPersonintheUnitedStatesoraU.S.Person.
(ii)	The Shares have not been offered to the Subscriber in the United States, and the individuals making the order to purchase the Shares and executing and delivering this Subscription Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Subscription Agreement was executed and delivered.

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(h)	It is acquiring the Shares for investment purposes only, and not with a viewtoanyresale, direct or indirect distribution or other disposition of the Shares.
(i)	In effecting any resales of the Shares, the Subscriber will not engage in any sales, marketing or solicitation activities of the type undertaken by underwriters in the context of an offering of securities.
(j)	The Subscriber has not purchased the Shares as a resultofanyformofDirectedSellingEfforts,andthesaleoftheShareswasnotaccompaniedbyanyadvertisement,article,noticeorothercommunicationpublishedinanynewspaper,magazineorsimilarmediaorbroadcastoverradio,televisionortelecommunications,includingelectronicdisplayandtheInternet,oranyseminarormeetingwhoseattendeeshavebeeninvitedbygeneral solicitation or general advertising.
(k)	The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Shares and the completion of the transactions described herein by the Subscriber will not result in any material breachof,orbeinconflictwithorconstituteamaterialdefaultunder,orcreateastateoffactswhich,afternoticeorlapseoftime,orboth,wouldconstituteamaterialdefaultunderanytermorprovisionoftheconstatingdocuments,by-lawsorresolutionsoftheSubscriber,ifapplicable,theSecuritiesLawsoranyotherlawsapplicabletotheSubscriber,anyagreementtowhichtheSubscriberisaparty,oranyjudgment,decree,order, statute, rule or regulation applicable to the Subscriber.
(l)	The Subscriber is subscribing for the Shares as principal for its own account and not for the benefit of any other Person or if it is not subscribing as principal it is acting as trustee or agent for a DisclosedPrincipal(whoseidentityisdisclosedonpage2ofthisSubscription Agreement) who is subscribing as principal for its own account and not forthe benefit of any other Person.
(m)	If the Subscriber is contracting hereunder as trustee oragentforafullymanagedaccount(includingforgreatercertainty,asaportfoliomanagerorcomparableadvisor)orastrusteeoragentforaDisclosedPrincipal,theSubscriberisdulyauthorizedtoexecuteanddeliverthisSubscriptionAgreementandallothernecessarydocumentationinconnectionwithsuchsubscriptionandiftheSubscriberisactingastrusteeoragentforaDisclosedPrincipal,whoissubscribingasprincipalforitsownaccountandnotforthebenefitofanyotherPerson,thisSubscriptionAgreementhasbeendulyauthorized,executedanddeliveredbyoronbehalfof,andconstitutesalegal,validandbindingagreementof,suchDisclosedPrincipalandtheSubscriberacknowledgesthattheCorporationmayberequiredbylawtodisclosetocertainregulatoryauthoritiestheidentity of such Disclosed Principal for whom it is acting.
(n)	In the case of a subscriptionfortheSharesbytheSubscriberactingasprincipalforitsownaccountandnotforthebenefitofanyotherPerson,thisSubscriptionAgreementhasbeendulyauthorized,executedanddeliveredby,andconstitutesalegal,validandbindingagreementof,theSubscriber.ThisSubscriptionAgreementisenforceableinaccordance with its terms against the Subscriber.

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(o) If the Subscriber is:

(i)	a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares as contemplated herein and to carry out and perform its covenants and obligations under the terms of this Subscription Agreement and has obtained all necessary approvals in respect thereof and the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement;
(ii)	a partnership, limited liability company, syndicate or other form of unincorporated organization, the Subscriber has all requisite legal capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares as contemplated herein and to carry out and perform its covenants and obligations under the terms of this Subscription Agreement and has obtained all necessary approvals in respect thereof and the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement; or
(iii)	an individual, the Subscriber is of the full age of majority in his or her jurisdiction of residence and is legally competent to execute, deliver and be bound by this Subscription Agreement, to subscribe for the Shares as contemplated herein and to carry out and perform his or her covenants and obligations under the terms of this Subscription Agreement and has obtained all necessary approvals in respect thereof.

(p)	There is no Person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee.
(q)	The Subscriber is not, with respect to the Corporation or any of its affiliates, a ControlPersonandthesubscriptionhereunderbytheSubscriberwillnotcreateanewControlPerson.
(r)	The Subscriber is not acting jointly or in concert with any other subscriber in connection with the Offering for the purpose of the acquisition of the Shares.
(s)	The Subscriber has been advised to consult its own legal advisors with respect to the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated by this Subscription Agreement, including trading in the Shares, and with respect to the hold periods imposed by the Securities Laws of the Selling Jurisdiction in which the Subscriber resides and other applicable securities laws, and acknowledges that no representation has been made by the Corporation or its advisors respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these hold periods and resale restrictions are, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible (and the Corporation and its advisors are not in any way responsible) for compliance with applicable hold periods and resale restrictions and that the Subscriber (or others for whom it is contracting hereunder) isawarethatitmaynotbeabletoresellsuchsecuritiesexceptinaccordancewithlimitedexemptionsundertheSecuritiesLawsandotherapplicablesecurities laws.

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(t)

The Subscriber has not received or been provided with a prospectus,offeringmemorandum(withinthemeaningoftheSecuritiesLaws)oranysalesoradvertisingliteratureinconnectionwiththeOfferingoranydocumentpurportingtodescribethebusinessandaffairsoftheCorporationwhichhasbeenpreparedforreviewbyprospectivepurchaserstoassistinmakinganinvestmentdecisioninrespectoftheShares,andtheSubscriber’sdecisiontosubscribefortheShareswasnotbasedupon,andtheSubscriberhasnotreliedupon,anyoralorwrittenrepresentationsastofactsmadebyoronbehalfoftheCorporation,oranyemployee,agentoraffiliatethereoforanyotherPersonassociatedtherewith,exceptassetforthinthisSection6.1(t).TheSubscriber’sdecisiontosubscribefortheShareswasbasedsolelyuponthisSubscription Agreement.

(u)

Neither the Corporation, nor any of its directors, employees, officers, affiliates oragents, has made any written or oral representations:

(i)	that any Person will resell or repurchase the Shares;
(ii)	that any Person will refund all or any part of the Subscription Amount;or
(iii)	as to the future price or value of the Shares.

(v)	The Subscriber is not purchasing the Shares with knowledge of any material information concerning the Corporation that has not been generally disclosed.
(w)	The funds representing the Subscription Amount which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) nor for thepurposes of similar laws inother jurisdictionsandtheSubscriberacknowledgesthattheCorporationmayinthefutureberequiredbylawtodisclosetheSubscriber’snameandotherinformationrelatingtothisSubscriptionAgreementandtheSubscriber’ssubscriptionhereunderpursuanttothePCMLTFAandsimilarlawsinotherjurisdictions.TheSubscriberrepresents,warrantsandcovenantsthat(i)tothebestofitsknowledge,noneoftheSubscriptionAmounttobeprovidedbytheSubscriber(A)hasbeenorwillbederivedfromorrelatedtoanyactivitythatisdeemedcriminalunderthelawsofCanada,theUnitedStates,oranyotherjurisdiction,or(B)isbeingtenderedonbehalfofaPersonwhohasnotbeenidentifiedtotheSubscriber,and(ii)theSubscribershallpromptlynotifytheCorporationiftheSubscriberdiscoversthatanyofsuchrepresentationsandwarrantiesceasestobetrueand shall provide the Corporation with appropriate information in connection therewith.
(x)	The Subscriber is not a personorentityidentifiedintheRegulationsImplementingtheUnitedNationsResolutionsontheSuppressionofTerrorism,theUnitedNationsAl-QaidaandTalibanRegulations,theRegulationsImplementingtheUnitedNationsResolutionontheDemocraticPeople’sRepublicofKorea,theRegulationsImplementingtheUnitedNationsResolutiononIran,theUnitedNationsCoted’IvoireRegulations,theUnitedNationsDemocraticRepublicoftheCongoRegulations,theUnitedNationsLiberiaRegulations,theUnitedNationsSudanRegulations,theSpecialEconomicMeasures(Zimbabwe)RegulationsortheSpecialEconomicMeasures(Burma)Regulations,theSpecialEconomicMeasures(Ukraine)Regulations,theSpecialEconomicMeasures(Russia)Regulations,ortheFreezingAssetsofCorruptForeignOfficialsAct(collectively,the“TradeSanctions”).TheSubscriberacknowledgesthattheCorporationmayinthefutureberequiredbylawtodisclosethenameandotherinformationoftheSubscriberrelatedtotheacquisitionoftheShareshereunder pursuant to the Trade Sanctions.

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5.2 Acknowledgments and Covenants of the Subscriber

The Subscriber, on its own behalf and, if applicable, on behalf of a Disclosed Principal for whom it is acting hereunder, hereby acknowledges to, and covenants with, the Corporation as follows and acknowledges that the Corporation is relying on such acknowledgements and covenants in connection with the transactions contemplated herein:

(a)	It has had the opportunity to ask and have answered any and all questions which the Subscriber wished to have answered with respect to the subscription for the Shares made hereunder.
(b)	The offer of the Shares does not constitute a recommendationtopurchasetheSharesorfinancialproductadviceandtheSubscriberacknowledgesthattheCorporationhasnothad regard to the Subscriber’s particularobjectives, financial situation or needs.
(c)	There are risks associated with the purchase of the Shares and no securities commission, agency, governmental authority, regulatory body, stock exchange or similar authority has reviewed or passed on the merits of the Shares nor have any such agencies or authorities made any recommendations or endorsement with respect to the Shares.
(d)	If required by applicable Securities Laws or the Corporation, the Subscriber will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Shares as may be required by any securities commission or other regulatory authority or otherwise under any applicable laws.
(e)	The Shares will be subject to resale restrictions under the Securities Laws of the Selling Jurisdiction in which the Subscriber resides or under other applicable securities laws, and the Subscriber covenants that it will not resell the Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the Corporation and its advisors are not in any way responsible) for such compliance.
(f)	The Shares may only be transferred or assigned by the Subscriber in compliance with applicable laws (including applicable Securities Laws).
(g)	The Shares purchased hereunder shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a directregistrationsystemorotherelectronicbook-basedsystem,oroncertificatesthatmaybeissued,asapplicable,anylegendssettingoutresalerestrictionsunderapplicableSecurities Laws.
(h)	The Corporation is relying on available exemptions from the requirement to provide the Subscriber with a prospectusorasimilardocument,tosatisfyotherdisclosurerequirementsortoregistertheSharesundertheapplicableSecuritiesLawsand,asaconsequence of acquiring the Shares pursuant to such exemptions:

(i) certain protections, rights and remedies provided by such Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers, that may be available to investors who acquire securities offered by a prospectusorsimilardocument,will not be available to the Subscriber;

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(ii)	the common law, as applicable, may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement;
(iii)	the Subscriber may not receive information that would otherwise be required to be given under such Securities Laws; and
(iv)	the Corporation is relieved from certain obligations that would otherwise apply under such Securities Laws.

(i)	The Shares subscribed for by the Subscriber hereunder form part of the issuance and sale of Shares by the Corporation at the Subscription Price for aggregate gross proceeds of up to Twenty Seven Million United States Dollars (US$27,000,000.00) and raising such amount pursuant to the Offering may take longer to close than expected and there is no guarantee that such amount will be raised. The Subscriber acknowledges that no minimum amount of funds must be raised under the Offering, which means that the Corporation could complete the Offering after raising only a small portion of the maximum size of the Offering set out above. The Subscriber further acknowledges that the Corporation may increase the maximum size of the Offering and/or offer or sell additional securities concurrently with the Offering without notice to the Subscriber, which may have a dilutive effect on current shareholders or securityholders of the Corporation and the Subscriber. The Company shall be entitled use the net proceeds of the Offering for any purpose, at its sole discretion.
(j)	The Corporation (including its subsidiaries) may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing operations, and such future financings may have a dilutive effect on shareholders or securityholders of the Corporation, including the Subscriber; but there is no assurance that any such financing will be available, on reasonable terms or at all, and if not so available, this may have a material adverse effect on the Corporation’s business, assets, liabilities, financial condition, capital, performance or prospects.
(k)	The Corporation (i) is under no obligation to be or to remain a “foreign private issuer”, as such term is defined in Rule 405 of Regulation C under the U.S. Securities Act and Rule 3b-4 under the United States Exchange Act of 1934 (as amended), and (ii) may not, at the time the Subscriber sells the Shares or at any other time, be a foreign private issuer.
(l)	The Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement.
(m)	There may be material tax consequences to the Subscriber as a result of the acquisition, holding or disposition of the Shares and the Corporation does not give any opinion or make any representation with respect to the tax status of the Corporation or the consequences to the Subscriber under United States, Canadian, state, provincial, local or foreign tax law of the Subscriber’s acquisition, holding or disposition of the Shares, including whether the Corporation will at any given time be deemed a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

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(n)	This offer to subscribe is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber without the consent of the Corporation.
(o)	There is no government or other insurance covering the Shares.
(p)	Legal counsel retained by the Corporation are acting as counsel to the Corporation, and not as counsel to the Subscriber.
(q)	The Subscriber acknowledges that this Subscription Agreement and the Schedules attached hereto require the Subscriber to provide certain information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Shares under the Securities Laws and other applicable securities laws and completing filings required by any stock exchange, securities commission or other regulatory authority. The Subscriber’s information may be disclosed by the Corporation to: (a) securities commissions or stock exchanges, (b) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities, and (c) any of the other parties involved in the Offering, including legal counsel to the Corporation and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents described herein as may be required to be filed with any securities commission or stock exchange in connection with the transactions contemplated hereby. The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each Disclosed Principal, as applicable.
(r)	The Subscriber hereby provides consent to the disclosure of his, her or its information to the CSE pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.
(s)	The information provided by the Subscriber on pages 2 and 3 and in the applicable Schedules attached hereto identifying the name, address, telephone number and email address of the Subscriber, the number of Shares being purchased hereunder, the Subscription Amount, the Closing Date, the exemption that the Subscriber is relying on in purchasing the Shares and the Subscriber’s registrant or insider status, if applicable, may be disclosed to the securities regulatory authority or regulator in certain of the Provinces of Canada, and in such instance such information is being collected by such securities regulatory authorities and regulators under the authority granted to each of them under securities legislation. This information is being collected for the purposes of the administration and enforcement of the securities legislation of such Provinces of Canada. The Subscriber (and for certainty, including each Disclosed Principal) hereby authorizes the indirect collection of such information by such securities regulatory authorities and regulators. In the event the Subscriber has any questions with respect to the indirect collection of such information by such securities regulatory authorities and regulators, the Subscriber should contact the applicable securities regulatory authority or regulator using the contact information set out in Schedule “E” (Contact Information– Provincial Securities Regulatory Authorities) attached hereto.

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(t)

Bank secrecy laws in the United States require financial institutions, including broker- dealers, to report to relevant authorities, including the Financial Crimes Enforcement Network (FinCEN), suspicious activities involving funds derived from an illegal activity. Accordingly, the purchase or sale of the Shares may be the subject a report to FinCEN or other regulatory agency if cannabis continues to be a Schedule I drug under the Controlled Substances Act.

(u)

The Subscriber acknowledges that the Corporation’s business activities, while believed to be compliant with applicable U.S. state and local law, are illegal under U.S. federal law. Although certain states and territories of the U.S. authorize medical cannabis, and in some cases adult-use cannabis, production and distribution by licensed or registered entities under applicable state laws, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis for any purpose is illegal and any such acts are criminal acts under federal law in any and all circumstances under the United States Controlled Substances Act. As a result, among other things, the Subscriber’s contribution to and involvement in such activities may result in federal civil and/or criminal prosecution, including forfeiture of his, her or its entire investment. The Subscriber also acknowledges that violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including but not limited to disgorgement of profits, cessation of business activities or divestiture. In addition, it is difficult to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

5.3 Reliance on Representations, Warranties, Covenants and Acknowledgements

The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement (including in the applicable Schedule attached hereto) are made with the intention that they may be relied upon by the Corporation and its legal counsel, including in determining the Subscriber’s eligibility (and if applicable, the eligibility of the Disclosed Principal) to purchase the Shares. The Subscriber further agrees that by accepting the Shares, the Subscriber shall be representing and warranting that such representations, warranties, covenants and acknowledgements are true as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth herein (including in the applicable Schedule attached hereto) which takes place prior to the Closing Time.

ARTICLE 6 –REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

The Corporation hereby provides the Subscriber with the representations and warranties set out in Schedule “C” as of the Closing Time and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein.

ARTICLE 7 – SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1Survival of Representations, Warranties and Covenants of the Subscriber

The representations, warranties and covenants of the Subscriber contained in this Subscription Agreement shall survive the Closing and continue in full force and effect for the benefit of the Corporation for a period of two years following the Closing, in each case notwithstanding such Closing or any investigation made by or on behalf of the Corporation with respect thereto and notwithstanding any subsequent disposition by the Subscriber of any of the Shares.

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7.2Survival of Representations, Warranties and Covenants of the Corporation

The representations, warranties and covenants of the Corporation contained in this Subscription Agreement shall survive the Closing and continue in full force and effect for the benefit of the Subscriber for a period of two years following the Closing, in each case notwithstanding such Closing or any investigation made by or on behalf of the Subscriber with respect thereto.

ARTICLE 7 – MISCELLANEOUS

7.1Further Assurances

Each of the parties hereto upon the request of each of the other parties hereto, whether before or after the Closing Time, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated herein.

7.2Notices

(a) Any notice, direction or other instrument required or permitted to be given to any party hereto shall be in writing and shall be sufficiently given if delivered personally, electronically transmitted, or transmitted by facsimile tested prior to transmission to such party, as follows:

(i)	in the case of the Corporation, to:
	MedMen Enterprises Inc. 10115 Jefferson Blvd. Culver City, California 90232
	Attention:       Email:
(ii)	in the case of the Subscriber, at the address specified on page 2 of this Subscription Agreement.

(b)

Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day, and if transmitted electronically or by facsimile, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours at the location of receipt then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission.

(c)

Any party hereto may change its address for service from time to time by notice given to each of the other parties hereto in accordance with the foregoing provisions.

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7.3 Time of the Essence

Time shall be of the essence of this Subscription Agreement and every part hereof.

7.4 Costs and Expenses

All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Subscription Agreement and the transactions herein contemplated shall be paid and borne by the party incurring such costs and expenses.

7.5 Applicable Law

This Subscription Agreement shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the laws of the Province of Ontario and the laws of Canada applicable therein. Any and all disputes arising under this Subscription Agreement, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such Province.

7.6 Entire Agreement

This Subscription Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein and cancels and supersedes any prior understandings, agreements, negotiations and discussions between the parties hereto. There are no representations, warranties, covenants, conditions, terms or collateral agreements or understandings, express or implied, between the parties hereto other than those expressly set forth in this Subscription Agreement, including the Schedules attached hereto. This Subscription Agreement may not be amended or modified in any respect except by written instrument executed by each of the parties hereto.

7.7 Counterparts

This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Subscription Agreement. Counterparts may be delivered either in original, PDF or faxed form and the parties hereto adopt any signatures received by PDF or a receiving fax machine as original signatures of the parties.

7.8 Assignment

This Subscription Agreement may not be assigned by either party hereto except with the prior written consent of the other party hereto.

7.9 Enurement

This Subscription Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors (including any successor by reason of the amalgamation or merger of any party) and permitted assigns.

7.10 Severability

If any provision of this Subscription Agreement is determined to be void or unenforceable in whole or in part, it will be deemed not to affect or impair the validity of any other provision of this Subscription Agreement and such void or unenforceable provision will be severable from this Subscription Agreement.

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SIGNATURE PAGE FOLLOWS

The Corporation hereby accepts the subscription for Shares as set forth on pages 2 and 3 of this Subscription Agreement on the terms and conditions contained in this Subscription Agreement (including all applicable Schedules attached hereto) this    day of _____________.

MEDMEN ENTERPRISES INC.
Per:
	Adam Bierman, Authorized Signatory

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SCHEDULE “A”

U.S. ACCREDITED INVESTOR CERTIFICATE

Capitalized terms not specifically defined in this certification have the meaning ascribed to them in the Subscription Agreement to which this Schedule “A” is attached. In the event of a conflictbetweenthetermsofthiscertificationand such Subscription Agreement, the terms of this certification shall prevail.

TO: MEDMEN ENTERPRISES INC. (the “Corporation”)

In connection with the purchase by the undersigned Subscriber of the Shares, the Subscriber, on its own behalf or on behalf of each Disclosed Principal for whom the Subscriber is acting (collectively, the “Subscriber”), hereby represents, warrants, covenants and certifies to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:

(a)	It is authorized to consummate the purchase of the Shares.
(b)	It has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and it is able to bear the economic risk of loss of its entire investment. To the extent necessary, the Subscriber has retained, at his or her own expense, and relied upon, appropriate professional advice regarding theinvestment,taxandlegalmeritsandconsequencesoftheSubscriptionAgreementandowningtheShares.
(c)	The Corporation has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and it has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Shares, and that any answers to questions and any request for information have been complied with to the Subscriber’s satisfaction.
(d)	It is acquiring theSharesforitsown account,orfortheaccountofoneormorePersonsforwhomitisexercisingsoleinvestmentdiscretion(a“Beneficial Purchaser”), for investment purposes only, and not with a viewtoanyresale,distributionorotherdispositionoftheSharesinviolationof the United States federal or state securities laws.
(e)	The address of the Subscriber set out on page 2 oftheSubscriptionAgreementisthetrueandcorrectprincipaladdressoftheSubscriberandcanbereliedonbytheCorporationforthepurposesofstateblue-skylawsandtheSubscriberhasnotbeenformedforthespecificpurposeof purchasing the Shares.
(f)	The Subscriber understands and acknowledges that the Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and that the offer and sale of Shares to it are being made in reliance upon Rule 506(b) of Regulation D undertheU.S.SecuritiesActandsimilarexemptionsunderapplicablestatesecurities laws.
(g)	It understands that (i) theShares have not been and will not be registered undertheU.S.SecuritiesAct,orthesecuritieslawsofanystateoftheUnitedStates,andwillthereforebe“restrictedsecurities”,asdefinedinRule144undertheU.S.SecuritiesActandmaybeoffered,sold,pledgedorotherwisetransferred,directlyorindirectly,onlyintransactionsexemptfromornot subject to the registration requirements of the U.S. Securities Act and applicable state securities laws; and (ii) the offer and sale of Shares contemplated hereby is being made in reliance on an exemption from the registration requirements of the U.S. Securities Act and similarexemptions under state securities laws.

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(h) The Subscriber is, and if applicable, each Beneficial Purchaser for whose account it is purchasing the Shares is a U.S.AccreditedInvestorbyvirtueofmeetingoneofthefollowingcriteria(pleasewrite“SUB”forthecriteriatheSubscribermeetsand“BEN”forthecriteriaanyPersonsfor whose account or benefit the Subscriber is purchasing theShares meet):

1.	Initials______	A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
2.	Initials______	A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
3.	Initials______	A brokerordealerregisteredpursuanttoSection15oftheUnitedStates Securities Exchange Act of 1934; or
4.	Initials______	An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or
5.	Initials______	An investment company registered under the United States InvestmentCompany Act of 1940; or
6.	Initials______	A businessdevelopmentcompanyasdefinedinSection2(a)(48)oftheUnitedStates Investment Company Act of 1940; or
7.	Initials______	A smallbusinessinvestmentcompanylicensedbytheU.S.SmallBusinessAdministrationunderSection301(c)or(d)oftheUnitedStatesSmallBusiness Investment Act of 1958; or
8.	Initials______	A planestablishedandmaintainedbyastate,itspoliticalsubdivisionsoranyagencyorinstrumentalityofastateoritspoliticalsubdivisions,forthebenefitof its employees, with total assets in excess of US$5,000,000; or
9.	Initials______	An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a planfiduciary,asdefinedinSection3(21)ofsuchAct,whichiseitherabank,savingsandloanassociation,insurancecompanyorregisteredinvestmentadviser,oranemployeebenefitplanwithtotalassetsinexcessofUS$5,000,000or,ifaself-directedplan,withinvestmentdecisions madesolely by persons who are U.S. Accredited Investors; or
10.	Initials______	A privatebusinessdevelopmentcompanyasdefinedinSection202(a)(22)ofthe United States Investment Advisers Act of 1940; or
11.	Initials______	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered under the accompanying Subscription Agreement, with total assets in excess of US$5,000,000; or
12.	Initials______	Any director or executive officer of the Corporation; or
13.	Initials______	A natural person whose individual net worth, or joint net worth, with that person’s spouse, exceeds US$1,000,000 as determined on the following basis: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale and purchase of securities contemplated by the accompanying Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at such time exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability; or
14.	Initials______	A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
15.	Initials______	A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered under the accompanying Subscription Agreement, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or
16.	Initials______	Any entity in which all of the equity owners meet the requirements of at least one of the above categories (if this alternative is checked, you must identify each equity owner and provide statements signed by each demonstrating how each qualifies as a U.S. Accredited Investor).

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(i)

The Subscriber has not purchased the Shares as a resultofany“directedsellingefforts”(asdefinedinRegulationSundertheU.S.SecuritiesActoranyanyformof“generalsolicitation”or“generaladvertising”(asthosetermsareusedinRegulationDundertheU.S.SecuritiesAct),including,withoutlimitation,advertisements,articles,noticesorothercommunicationspublishedinanynewspaper,magazineorsimilarmediaorontheinternet,orbroadcastoverradioortelevisionortheinternet,orotherformoftelecommunications,includingelectronicdisplay,oranyseminarormeetingwhoseattendeeshavebeeninvitedbygeneralsolicitationorgeneraladvertising.

(j)

If the Subscriber decides to offer, sell, pledge or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such securities, directly or indirectly, unless:

(i)	the sale is to the Corporation;
(ii)	the sale is made outside the United States in a transactionmeetingtherequirementsofRule904ofRegulationSundertheU.S.SecuritiesActandincompliancewithapplicable local laws and regulations;
(iii)	the sale is made pursuant to the exemption from the registration requirements of the U.S. Securities Act providedbyRule144or Rule144Athereunder, if available, andinaccordance with any applicable state securities or“blue sky” laws; or
(iv)	the securities are sold in a transaction that does not require registration under the U.S.Securities Act or any applicable state laws and regulations governing the offer and sale ofsecurities,
and, in the case of each of (iii) and (iv) (and, if required by the transfer agent for the Underlying Shares, in the case of (ii)) it has prior to such sale furnished to the Corporation an opinion of counsel reasonably satisfactory to the Corporation stating that such transaction is exempt from registration under the U.S. Securities Act and applicable state securities.

(k)	The DRS Statements representing or other evidence of the Shares, as well as all DRS Statements or other evidence issued in exchange for or in substitution of the foregoing, until such time as is no longerrequired underthe applicable requirements of the U.S. Securities Act or applicable statesecurities laws, will bear, on the face of suchstatements or other evidence, the following legend:
	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDERTHEU.S.SECURITIESACTANDINCOMPLIANCEWITHAPPLICABLELOCALLAWSANDREGULATIONS,(C)PURSUANTTOANEXEMPTIONFROMREGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii)144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITHAPPLICABLEU.S.STATESECURITIESLAWS,(D)INCOMPLIANCEWITHANOTHEREXEMPTIONFROMREGISTRATIONUNDERTHEU.S.SECURITIESACTANDAPPLICABLESTATESECURITIESLAWS,OR(E)UNDERANEFFECTIVEREGISTRATIONSTATEMENTUNDERTHEU.S.SECURITIESACTPROVIDEDTHATINTHECASEOFTRANSFERSPURSUANTTO(C)(i)OR(D)ABOVE,ALEGALOPINIONREASONABLYSATISFACTORYTOTHECORPORATIONMUSTFIRSTBEPROVIDEDTOTHECORPORATIONANDTHECORPORATION’STRANSFERAGENTTOTHEEFFECTTHATSUCHTRANSFERISEXEMPTFROMREGISTRATIONUNDERTHEU.S.SECURITIESACTANDAPPLICABLESTATESECURITIESLAWS.DELIVERYOFTHISCERTIFICATEMAYNOTCONSTITUTE“GOODDELIVERY”INSETTLEMENTOFTRANSACTIONS ON STOCK EXCHANGES IN CANADA.”
	provided that, if any of the Shares are being sold in accordance with Rule 904 of Regulation S, the legend may be removed by providing to the Corporation’s registrar and transfer agent a declaration in the form as the Corporation may prescribe from time to time and if required by the Corporation’s registrar and transfer agent an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, or other evidence reasonably satisfactory to the Corporation, that the proposed transfer may be effected without registration under the U.S. Securities Act; and provided, further, that, if any such securities are being sold under Rule 144 under the U.S. Securities Act, the legend may be removed by delivering to the Corporation and the Corporation’s registrar and transfer agent, an opinion of counsel of recognized standing reasonably satisfactory to the Corporation, that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

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(l)	The Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding or disposition of the Shares. The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of its acquisition, holding or disposition of the Shares, and the Subscriber acknowledges that it is solely responsible for determining the tax consequences to it with respect to its investment, including whether the Corporation will at any given time be deemed a “passiveforeigninvestmentcompany”withinthemeaningofSection1297oftheUnitedStatesInternalRevenue Code of 1986, as amended.
(m)	The Subscriber is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Corporation is organized under the laws of the Province of British Columbia in Canada; (ii) some of the directors and officers may be residents of countries other than the United States; and (iii) a portionoftheassetsoftheCorporationandsuchPersonsmaybelocatedoutsidetheUnitedStates.Consequently,itmaybedifficulttoprovideserviceofprocessontheCorporationanditmay be difficult to enforce any judgment against the Corporation.
(n)	It understands that (i) iftheCorporationiseverdeterminedtobeanissuerthatis,orthathasbeenatanytimepreviously,anissuerwithnoornominaloperationsandnoornominalassetsotherthancashandcashequivalents,Rule144undertheU.S.SecuritiesActmaynotbeavailableforre-salesoftheShares;and(ii) theCorporationisnotobligatedtotake,andhasnopresentintentionoftaking,anyactiontomakeRule144undertheU.S.SecuritiesAct(oranyotherexemption) available for re-sales of the Shares.
(o)	The Subscriber understands and agrees that the financial statements of the Corporation have been,orwillbe,preparedinaccordancewithCanadiangenerallyacceptedaccountingprinciplesorInternationalFinancialReportingStandards,asissuedbytheInternationalAccountingStandardsBoard,whichdifferinsomerespectsfromUnitedStatesgenerallyacceptedaccountingprinciples, and thus may not be comparable to financial statements of United States companies.
(p)	It consents to the Corporation making a notationonitsrecordsorgivinginstructionstoanytransferagentoftheCorporationinordertoimplementtherestrictionsontransfersetforthanddescribed in this certification and the Subscription Agreement.
(q)	If required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing reports, questionnaires, undertakings and other documents with respect to the ownership of the Shares.
(r)	It understands that the Corporation has no obligation to register, and has no present intention to register, the resale of any of the Shares under the U.S. Securities Act. Accordingly, theSubscriberunderstandsthatabsentregistration,undertherulesofthe UnitedStatesSecuritiesandExchangeCommission,theSubscribermayberequiredtoholdtheSharesindefinitelyortotransfertheSharesintransactionswhichareexemptfromregistrationundertheU.S.SecuritiesAct,inwhicheventthetransfereemayacquire“restrictedsecurities”subjecttothesamelimitationsasinthehandsoftheSubscriber.Asaconsequence,theSubscriberunderstandsthatitmust bear the economic risks of the investment in the Shares for an indefinite period of time.
(s)	That the funds representing the Subscription Amount which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act(the“PATRIOT Act”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to the Subscription Agreement and the Subscriber’s subscription hereunder, on a confidentialbasis,pursuanttothePATRIOTAct.NoportionoftheSubscriptionAmounttobeprovidedbytheSubscriber(i)hasbeenorwillbederivedfromorrelatedtoanyactivitythatisdeemedcriminalunderthelawsoftheUnitedStates,oranyotherjurisdiction,or(ii)isbeingtenderedonbehalfofaPersonwhohasnotbeenidentifiedtoorbytheSubscriber,anditshallpromptlynotifytheCorporationiftheSubscriberdiscoversthatanyofsuchrepresentationsceasestobetrue and provide the Corporation with appropriate information in connection therewith.

SIGNATURE PAGE FOLLOWS

A-4

The foregoing representations and warranties are true and accurate as of the date of this U.S. Accredited Investor Certificate and will be true and accurate as of the Closing Time and the Subscriber acknowledges that this U.S. Accredited Investor Certificate is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representation or warranty shall not be true and accurate prior to the Closing Time, the Subscriber shall give immediate written notice of such fact to the Corporation prior to the Closing Time.

Dated ______________________________

Signature of individual (if Subscriber is an individual)

Authorized signatory (if Subscriber is not an individual)

Name of Subscriber (please print)

Name of authorized signatory (please print)

Official capacity of authorized signatory (please print)

A-5

SCHEDULE “B”

OFFSHORE SUBSCRIBER CERTIFICATE

TO: MEDMEN ENTERPRISES INC. (the “Corporation”)

In connection with the purchase by the undersigned Subscriber of Class B SubordinateVotingSharesoftheCorporation(the“Shares”), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:

(i)	the Subscriber is not resident in Canada or subject to applicable Canadian securities laws;
(ii)	the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application to the distribution of the Shares to the Subscriber by the Corporation in the jurisdiction in which the Subscriber is resident;
(iii)	the Subscriber is acquiring the Shares pursuant to an applicable exemption from any prospectus, registration or similar or other disclosure requirements under the applicable securities laws of the jurisdiction in which the Subscriber is resident, or the Subscriber is permitted to acquire the Shares under the applicable securities laws of the jurisdiction in which the Subscriber is resident without the need to rely on such exemptions;
(iv)	the Subscriber is acquiring the Shares as principal for its own account and not for the benefit of any other person;
(v)	the issuance of Shares to the Subscriber may be effected by the Corporation without the necessity of the filing of any document with or obtaining any approval from or effecting any registration with any governmental entity or similar regulatory authority having jurisdiction over the Subscriber;
(vi)	the completion of the issuance of the Shares to the Subscriber as contemplated in the attached Subscription Agreement complies in all respects with all applicable laws in the Subscriber’s jurisdiction of residence;
(vii)	the applicable securities laws do not require the Corporation to register any of the Shares, file a prospectusorsimilardocument,ormakeanyfilingsordisclosuresorseekanyapprovalsofanykindwhatsoeverfromanyregulatoryauthorityofanykindwhatsoeverinthe jurisdiction in which the Subscriber is resident; and
(viii)	the Subscriber will not sell, transfer or dispose of the Shares except in accordance with all applicable laws, including applicable securities laws of Canada, and the Subscriber acknowledges that the Corporation shall have no obligation to register any such purported sale, transfer or disposition under applicable Canadian securities laws or otherwise.

The Subscriber acknowledges that you are relying on this certificate to determine the Subscriber’s suitability as an acquirer of securities of the Corporation. The Subscriber agrees that the representations, warranties, covenants and certifications contained to this certificate shall survive any issuance of securities of the Corporation to the Subscriber.

B-1

The foregoing representations and warranties are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time (as defined in the Subscription Agreement to which this Schedule “B” is attached) and the Subscriber acknowledges that this certificate is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representation or warranty shall not be true and accurate prior to the Closing Time, the Subscriber shall give immediate written notice of such fact to the Corporation prior to the Closing Time.

Dated:	Signed:
Witness (If Subscriber is an individual)	Print the name of Subscriber
Print Name of Witness	If Subscriber is a corporation or other entity, print name and title of Authorized SigningOfficer

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SCHEDULE “C”

Representations and Warranties of the Corporation

Definitions Related to Reps and Warranties (to be inserted into body of the Subscription Agreement in due course):

“BCBCA” means the Business Corporations Act (British Columbia);

“Constating Documents” means the Notice of Articles and Articles of the Corporation;

“Corporation Financial Statements” means the audited financial statements of the Corporation as atandfortheyearsendedJune29,2019andJune30,2018,togetherwiththenotestheretoandtheauditor’sreportthereon,andtheunauditedcondensedinterimconsolidatedfinancialstatementsoftheCorporationasatandforthethirteenweeksendedSeptember28,2019andthethreemonthsendedSeptember30,2018,togetherwith the notes thereto;

“Governmental Body” means any (i) multinational, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above;

“IFRS” means International Financial Reporting Standards;

“Intellectual Property” means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software inventions, designs and other industrial or intellectual property of any kind or nature whatsoever (including applications for all of the foregoing and renewals, divisions, continuations, continuations-in- part, extensions and reissues, where applicable, relating thereto);

“Leased Premises” means the premises that any of the MedMen Entities occupy as a tenant,andwhicharematerial to the Corporation on consolidated basis;

“LLC” means MM Enterprises USA, LLC, a limitedliabilitycompanyformedunderthelawsofDelaware,and includes any successor to orof the company;

“Material Adverse Effect” means a materialadverseeffecton(i)thebusiness,affairs,operations,condition(financialorotherwise),earnings,assets,liabilities(absolute,accrued,contingentorotherwise)orcapitaloftheCorporationanditssubsidiaries,takenasawhole,whetherornotarisingintheordinarycourseof business, (ii) the transactions contemplated by this Agreement, or (iii) the ability of theCorporation to perform its obligations under this Agreement;

“Material Subsidiaries” means each subsidiary identified as a subsidiaryoftheCorporationinSchedule“D”;

“MedMen Corp.” means MM CAN USA, Inc., a corporationincorporatedunderthelawsofCalifornia,and includes any successor corporation to or of the corporation;

“MedMen Entity” means the Corporation and each of the Material Subsidiaries, and MedMen Entities means all of them;

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“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“Public Record” means all information filed by or on behalf of the Corporation with the securities commissions or securities regulatory authorities in the Reporting Jurisdictions since May 28, 2018;

“Reporting Jurisdictions” means, collectively, each of the provinces and territories of Canada;

“SEDAR” means the System for Electronic Data Analysis and Retrieval established under National Instrument 13-101 – System for Electronic Document Analysis and Retrieval;

Reps and Warranties:

(a)	The Corporation (i) is a corporationdulyformedandvalidlyexistingundertheBCBCAandiscurrentandup-to-datewithallmaterialfilingsrequiredtobemadeundertheBCBCA;and(ii)hasallrequisitecorporatepowerandcapacity,isdulyqualifiedandholdsallnecessarymaterialpermits,licencesandauthorizationsnecessarytocarryonitsbusinessasnowconducted,andtoown,leaseoroperateitspropertiesandassets,andnostepsorproceedingshavebeentakenbyanyPerson,voluntaryorotherwise,requiringorauthorizing its dissolution or winding up.
(b)	Except as otherwise disclosed in the Public Record, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation or another MedMen Entity to sell, transfer or otherwise dispose of any issued securities of a Material Subsidiary that it beneficially owns.
(c)	Each of the Corporation and the Material Subsidiaries is a corporationorotherlegalentitydulyformed,continuedoramalgamatedandvalidlyexistingunderthelawsofthejurisdictioninwhichitwasformed,continuedoramalgamated,asthecasemaybe,andeachhasallrequisitecorporatepowerandcapacityandisdulyqualifiedandholdsallnecessarymaterialpermits,licencesandauthorizationsnecessarytocarryonitsbusinessasnowconducted,andtoown,leaseoroperateitspropertiesandassets,andnostepsorproceedingshavebeentakenbyanyPerson,voluntaryorotherwise,requiringorauthorizingitsdissolutionorwindingup.Thereexistnooptions,warrants,purchaserights,orothercontractsorcommitmentsthatcouldrequiretheCorporationtosell,transferorotherwisedisposeofanyoftheissuedsecuritiesoftheLLCorMedMenCorp.thatitbeneficially owns.
(d)	The Corporation (i) has all requisite corporate power and capacity to enter into this Agreement and to perform the transactions contemplated herein, and (ii) has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
(e)	The Corporation has taken all necessary corporate action to validly issue and sell the Shares, as fully paid and non-assessable Class B SubordinateVotingSharesinthecapitalof the Corporation.
(f)	This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes legal, valid and binding obligations of the Corporation, enforceable against the Corporation by the other parties thereto in accordance with their terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a courtofcompetentjurisdiction,andthattheprovisionsrelatingtoindemnity,contributionandwaiverofcontributionmaybeunenforceableandthatenforceabilityissubject to the provisions of theLimitations Act, 2002 (Ontario).

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(g)	The execution and delivery of this Agreement, the fulfilment of the terms hereof by the Corporation and the issuance, sale and delivery by the Corporation at the Closing Time oftheSharesdonotandwillnotrequiretheconsent,approvalorauthorizationoforwithanyGovernmentalBody,stockexchangeorotherthirdparty(includingunderthetermsofanymaterialagreementormaterialdebtinstrumenttowhichtheCorporationisaparty),except:
(i)	those which have been obtained; and (ii) such customary notices or filings required to be submitted within the applicable time frame pursuant to applicable Securities Laws.
(h)	Other than the Material Subsidiaries, the Corporation has no direct or indirect subsidiary or any investment that is material to the Corporation on a consolidatedbasisor,exceptassetoutinthePublicRecord,anyproposedinvestmentinanyPersonthatwillbematerialto the Corporation on a consolidated basis.
(i)	Other than the Material Subsidiaries, no subsidiary of the Corporation carries on any material active business, holds a materiallicence,ownsanymaterialrealorpersonalproperty, or is the tenant in respect of any material Leased Premises.
(j)	No act or proceeding has been taken by or against the Material Subsidiaries in connection with their liquidation, winding-up or bankruptcy, or, to the knowledge of the Corporation,are pending.
(k)	All of the issued and outstanding shares or ownership interests of each MedMen Entity is outstanding as fully paid and non-assessable (if applicable for such entity).
(l)	The authorized and issued share capital of the Corporation consists of an unlimited number of Class A SuperVotingSharesofwhich1,630,590wereissuedandoutstandingasatthecloseofbusinessonDecember18,2019,anunlimitednumberofClassBSubordinateVotingSharesofwhich239,074,494wereissuedandoutstandingasatthecloseofbusinessonDecember18,2019andanunlimitednumberofpreferredshares,issuableinseries,noneofwhichwereissuedandoutstandingasatthecloseofbusinessonDecember18,2019.OtherthanasdisclosedinthePublicRecord,neithertheCorporationnortheMaterialSubsidiariesarepartytoanyagreement,andtheCorporationisnotawareofanyagreementorinstrument,whichinanymanneraffectsthevotingcontrolofanysecuritiesoftheCorporation or the Material Subsidiaries.
(m)	The authorized and issued share capital of MedMen Corp. consists of voting common shares in the capital of MedMen Corp. of which 238,012,080 were issued and outstanding as at the close of business on December 18, 2019 and non-voting redeemable common shares in the capital of MedMen Corp. of which 307,271,413 were issued and outstanding as at the close of business on December 18, 2019.
(n)	The authorized and issued capital of the LLC consists of redeemable units of the LLC of which 725,017 were issued and outstanding as at the close of business on December 18, 2019, non-redeemable units of the LLC of which 545,283,493 were issued and outstanding as at the close of business on December 18, 2019 and two series of long-term incentive plan units of the LLC designated as “Appreciation Only LTIP Units” and “Full Value LTIP Units” of which 20,456,124 long-term incentive plan units were issued and outstanding as at the close of business on December 18, 2019.

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(o)	Other than as disclosed in the Public Record, other than in respect of MedMen Boston, LLC, MattnJeremy, Inc., and Milkman, LLC, in respect of which the Corporation has a direct or indirect equity interest in aggregate of 90.1%, 80% and 77.6%, respectively, and other than in respect of MedMen Corp. and the LLC, the Corporation owns, directly or indirectly, all of the issued and outstanding shares or membership interests, as applicable, of each Material Subsidiary free and clear of all encumbrances, claims or demands whatsoever.
(p)	The form of certificate representing the Shares has been approved and adopted by the board of directors of the Corporation and does not conflict with any of the Constating Documents or applicable laws and complies with the rules and regulations of the CSE and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened.
(q)	The currently issued and outstanding Class B Subordinate Voting Shares of the Corporation are listed and posted for trading on the CSE, and the Corporation has not taken any action which would reasonably be expected to result in the delisting or suspension of the same on or from the CSE.
(r)	The Corporation is in compliance in all material respects with the policies of the CSE existing as of the Closing Time.
(s)	The Corporation is a “reporting issuer” in each of the Reporting Jurisdictions.
(t)	The Corporation is not in material default of any requirement of the Canadian Securities Laws of the Reporting Jurisdictions and is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or securities regulatory authorities in the Reporting Jurisdictions.
(u)	The Shares have been duly authorized and validly allotted and upon receipt by the Corporation of the consideration therefor, will be issued as fully paid and non-assessable Class B Subordinate Voting Shares of the Corporation.
(v)	Odyssey Trust Company at its offices in Calgary, Alberta has been duly appointed as the transfer agent and registrar for the Class B Subordinate Voting Shares of the Corporation.
(w)	Other than in respect of certain United States federal laws relating to the cultivation, manufacturing, distribution, retail sale or possession of cannabis in the United States, and other related judgments, orders or decrees (collectively, the “U.S. Cannabis Laws”), each MedMen Entity is conducting its business in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business and each MedMen Entity holds all material requisite licenses, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects. Without limiting the generality of the foregoing, to the knowledge of the Corporation, no MedMen Entity has received a written notice of material non-compliance which remains in effect, nor does it know of, nor have reasonable grounds to know of, any facts that could give rise to a noticeofmaterialnon-compliancewithanysuchlaws,regulationsorpermits(otherthanwithrespecttotheU.S.CannabisLaws).

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(x)	Other than the Leased Premises or licences or rights to use trademarks or third party names, each MedMen Entity is the absolute legal and beneficial owner of all of its material assets, and no other property or assets are necessary for the conduct of the business of MedMen Entities as currently conducted, other than as would not have a MaterialAdverseEffect.AnyandalloftheagreementsandotherdocumentsandinstrumentspursuanttowhicheachoftheMedMenEntitiesholdsitsassets(includinganyinterestin,orrighttoearnaninterestin,anyIntellectualProperty)arevalidandsubsistingagreements,documentsandinstrumentsinfullforceandeffect,enforceableinaccordancewiththetermsthereofandsuchpropertiesandassetsareingoodstandingundertheapplicablestatutesandregulationsofthejurisdictionsinwhichtheyaresituated,andallmaterialleases,licensesandotheragreementspursuanttowhichtheMedMenEntitiesderivetheintereststhereofinsuchpropertyareingoodstanding,otherthanineachsuchcaseaswouldnothaveaMaterialAdverseEffect.TheCorporationdoesnotknowofanyclaimorthebasisforanyclaimthatcouldreasonablybeexpectedtoadverselyaffecttherightoftheMedMenEntitiestouse,transferorotherwiseexploittheirrespectiveassets,noneoftheproperties(oranyinterestin,orrighttoearnaninterestin,anyproperty)oftheMedMenEntitiesissubjecttoanyrightoffirstrefusalorpurchaseoracquisitionright,and,noMedMenEntityhasaresponsibilityorobligationtopayanycommission,royalty,licencefeeorsimilarpaymenttoanyPersonwithrespecttothepropertyandassetsthereof,otherthanineachsuchcaseas would not have a Material Adverse Effect.
(y)	No legal or governmental proceedings or inquiries are pending to which a MedMenEntityisapartyortowhichthepropertythereofissubjectthatwouldresultintherevocationormodificationofanymaterialcertificate,authority,permitorlicensethatisnecessarytoconductthebusinessnowconductedbyaMedMenEntityand,totheknowledgeoftheCorporation, nosuchlegalorgovernmentalproceedingsorinquirieshavebeenthreatenedagainstorarecontemplatedwithrespecttoaMedMenEntityorwithrespecttotheproperties or assets thereof.
(z)	Other than as disclosed in the Public Record, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding against or affecting any MedMen Entity, or, to the knowledge of the Corporation, pending or threatened against or affecting any MedMen Entity at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the knowledge of the Corporation, there is no basis therefore and no MedMen Entity is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Body, which, either separately or in the aggregate, is expected to have a Material Adverse Effect.
(aa)	No MedMen Entity is in violation of its constating documents or in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease, licence or other agreement or instrument to which it is a partyorbywhichitorits property or assets may be bound.
(bb)	To the knowledge of the Corporation, no counterparty to any material obligation,agreement,covenantorconditioncontainedinanycontract,indenture,trustdeed,mortgage,loanagreement,note,leaseorotheragreementorinstrumenttowhichany MedMen Entity is a partyisindefaultintheperformanceorobservancethereof,exceptwheresuchviolationordefaultinperformancewouldnot havea MaterialAdverseEffect.

C-5

(cc)	No order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation, MedMen Corp. or the LLC has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority.
(dd)	The Corporation Financial Statements have been prepared in accordance with IFRS, contain no material misrepresentations and present fairly, in all material respects, the financial condition of the applicable entity or group on a consolidatedbasisasatthedatethereofandtheresultsoftheoperationsandcashflowsoftheoftheapplicableentityorgrouponaconsolidatedbasisfortheperiodthenendedandcontainandreflectadequateprovisionsorallowanceforallreasonablyanticipatedliabilities,expensesandlossesoftheapplicableentity orgroup on aconsolidated basisthatarerequired to bedisclosed in suchfinancial statements.
(ee)	All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto due and payable by each MedMen Entity have been paid, other than any immaterial amounts as may have failed to have been remitted when due. All tax returns, declarations, remittances and filings required to be filed by each MedMen Entity have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them materially misleading. Other than in the ordinary course of an applicable Governmental Body, no examination of any tax return of the MedMen Entities is currently in progress to the knowledge of the Corporation and there are no issues or disputes outstanding with any Governmental Body respecting any taxes that have been paid, or may be payable, by any MedMen Entity in any case, other than as would not have a Material Adverse Effect.
(ff)	The Corporation maintains a systemofinternalaccountingcontrolssufficienttoprovidereasonableassurancesthat(i)transactionsareexecutedinaccordancewithmanagement’sgeneralorspecificauthorization,and(ii)transactionsarerecordedasnecessarytopermitpreparationoffinancialstatementsinconformitywithIFRSandtomaintainaccountabilityfor assets.
(gg)	The Corporation and the Material Subsidiaries own or have the Intellectual Property necessary to permit the Corporation and the Material Subsidiaries to conduct their business as currently conducted. No MedMen Entity has received any notice nor is the Corporation aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of each MedMen Entity therein and which infringement or conflict (if subject to an unfavourable decision, ruling or finding) or invalidity or inadequacy would have a Material Adverse Effect.

C-6

(hh)	The Corporation and the Material Subsidiaries have taken all reasonable steps to protect their Intellectual Property in those jurisdictions where, in the reasonable opinion of the Corporation, each carries on a sufficient business to justify such filings.
(ii)	TotheknowledgeoftheCorporation,andotherthancertainrestrictionsontheregistrationoftrademarksrelatedtocannabisattheU.S.federallevel,therearenomaterialrestrictionsontheabilityofanyMedMenEntitytouseandexploitallrightsintheIntellectualPropertyrequiredintheordinarycourseofthebusinessoftheMedMenEntities.NoneoftherightsofeachMedMenEntityintheIntellectualPropertywillbeimpairedoraffectedinanywayby the transactions contemplated by this Agreement.
(jj)	Other than certain restrictions on the registration of trademarks related to cannabis at the U.S. federal level, all registrations of Intellectual Property are in good standing and are recorded in the name of a MedMenEntityintheappropriateofficestopreservetherightsthereto.Allsuchregistrationshavebeenfiled,prosecutedandobtainedinaccordancewithallapplicablelegalrequirementsandarecurrentlyineffectandincompliancewithallapplicable legal requirements.
(kk)	To the knowledge of the Corporation, no MedMen Entity is affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of the MedMen Entity to compete in any line of business, transfer or move any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of the MedMen Entity.
(ll)	TotheknowledgeoftheCorporation,theMedMenEntitiesareinmaterialcompliancewith, in connection with the ownership, use,maintenance or operation of the property andassetsthereof,allapplicablefederal,state,municipalorlocallaws,by-laws,regulations,orders,policies,permits,licenses,certificatesorapprovalshavingtheforceoflaw,intheUnited States or a foreign jurisdiction, relating to environmental, health or safety matters.
(mm)	A MedMenEntitythatoccupiestheLeasedPremiseshastheexclusiverighttooccupyandusetheLeasedPremisesandeachoftheleasespursuanttowhichaMedMenEntityoccupiestheLeasedPremisesisingoodstandingandinfullforceandeffect,otherthanaswouldnothaveaMaterialAdverseEffect.TheperformanceofobligationspursuanttoandincompliancewiththetermsofthisAgreementandthecompletionofthetransactionsdescribedhereinwillnotaffordanyofthepartiestosuchleasesoranyotherPersontherighttoterminatesuchleasesorresultinanyadditionalormoreonerousobligationsundersuch leases.
(nn)	Each MedMen Entity which has employees is in material compliance with the applicable laws regarding employment and employment practices, terms and conditions of employment, pay equity and wages.
(oo)	Except for the U.S. Cannabis Laws, the Corporation is not aware of any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Body having lawful jurisdiction over a MedMenEntitypresentlyinforceoranypubliclydisseminatedorannouncedpendingorcontemplatedchangetoanylicensingorlegislation,regulation,by-laworotherlawfulrequirementofanyGovernmentalBodyhavinglawfuljurisdictionoveraMedMenEntity,that theCorporationanticipatesaMedMenEntitywillbeunabletocomplywithinanymaterialrespectorwhichcouldreasonablybeexpectedtohave a Material Adverse Effect.

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(pp)	The Corporation is in compliance in all material respects with its timely and continuous disclosure obligations under Canadian Securities Laws and without limiting the generality of the foregoing, there has been no material fact or material change relating to the Corporation which has not been publicly disclosed, the information and statements in the Public Record were true and correct in all material respects as of the respective dates of such information and statements and at the timesuchdocumentswerefiledonSEDARanddonotcontainanymisrepresentations(otherthananyinformationandstatementswhichhavebeensupersededandcorrectedbysubsequentinformationandstatementsinthePublicRecord)andtheCorporationhasnotfiledanyconfidentialmaterialchangereportswhich remain confidential as at the date hereof.
(qq)	The auditors who reported on and audited the applicable Corporation Financial Statements were independent with respect to the entities for which they provided such auditing services within the meaning of the rules of professional conduct applicable to auditors in Canada and the United States, as applicable, and the Corporation’s current auditors are independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in Canada and there has neverbeen a “reportable event” (within themeaning of applicable Canadian Securities Laws) with the current, or to the knowledge oftheCorporationanypredecessor,auditorsoftheCorporationortheLLCduringthelastthree years.
(rr)	The Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – CertificationofDisclosureinIssuers’AnnualandInterimFilingswithrespecttotheCorporation’sannualandinterimfilingswiththesecuritiescommissionsor securities regulatory authorities in the Reporting Jurisdictionssince June 30, 2018.
(ss)	The sale of the Shares do not and will not,whetherwith or withoutthe giving of notice orpassageoftimeorboth,resultinamaterialviolation,defaultorbreachof,orconflictwith,thetermsorprovisionsof(i)theConstatingDocuments,(ii)anyexistinglawsapplicabletotheCorporation,or(iii)anyjudgment,order,writordecreeofanygovernment,governmentinstrumentalityorcourt,domesticorforeign,havingjurisdictionovertheMedMen Entities or any of their assets, properties or operations.
(tt)	TheCorporationisasoftheClosingTimea“foreignprivateissuer”assuchtermisdefinedin Rule 405 under the U.S. Securities Act.
(uu)	TotheknowledgeoftheCorporation,noneofthedirectorsorofficersoftheCorporationarenow,orhaveeverbeen,subjecttoanorderorrulingofanysecuritiesregulatoryauthorityorstockexchangeprohibitingsuchindividualfromactingasadirectororofficerof a public company or of a company listed on a particular stock exchange.
(vv)	OtherthantheCorporation,thereisnoPersonthatisorwillbeentitledtodemandanyofthe net proceeds of the Offering.

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SCHEDULE “D”

MATERIAL SUBSIDIARIES

MM CAN USA, Inc

MM Enterprises USA, LLC

MedMen NY, Inc.

Future Transactions Holdings, LLC

MME Florida, LLC

MedMen Boston, LLC

MMNV2 Holdings I, LLC

MMNV2 Holding IV, LLC

MME GNTX, LLC

Desert Hot Springs Green Horizon, Inc.

ICH California Holdings, Ltd.

Advanced Patients' Collective

MMOF Vegas Retail, Inc.

PHSL, LLC

MMOF San Diego Retail, Inc.

ICH California Holdings Ltd.

The Source Santa Ana

The Compassion Network

Viktoriya’s Medical Supplies LLC

Sure Felt, LLC

MME Pasadena Retail, Inc.

D-1

Rochambeau, Inc.   MME CYON Retail, Inc.

Desert Hot Springs Green Horizons, Inc.

Omaha Management Services, LLC

MME Retail Management, LLC

CSI Solutions, LLC

EBA Holdings, Inc.

Kannaboost Technology, Inc.

MME AZ Group, LLC

MME AG Management, LLC

MMOF Vegas Retail 2, Inc.

MattnJeremy, Inc.

PharmaCann Virginia, LLC

MME Evanston Retail, LLC

Milkman, LLC

MMOF Fremont Retail, Inc.

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SCHEDULE “E”

CONTACT INFORMATION – PROVINCIAL SECURITIES REGULATORY AUTHORITIES

The contact information of the public official in the local jurisdiction who can answer questions about the security regulatory authority’s or regulator’s indirect collection of information is as follows:	Nova Scotia Securities Commission Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: (902) 424-7768 Facsimile: (902) 424-4625
Alberta Securities Commission Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: (403) 297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: (403) 297-2082	Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: (416) 593- 8314 Toll free in Canada: 1-877-785-1555 Facsimile: (416) 593-8122 Email: exemptmarketfilings@osc.gov.on.ca Public official contact regarding indirect collection of information: Inquiries Officer
British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: (604) 899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: (604) 899-6581 Email: inquiries@bcsc.bc.ca	Prince Edward Island Securities Office 95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: (902) 368-4569 Facsimile: (902) 368-5283
The Manitoba Securities Commission 500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C4K5 Telephone: (204) 945-2548 Toll free in Manitoba 1-800-655-5244 Facsimile: (204) 945-0330	Autorité des marchés financiers 800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: (514) 395-0337 or 1-877-525-0337 Facsimile: (514) 873-6155 (For filing purposes only) Facsimile: (514) 864-6381 (For privacy requests only) Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers) fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)
Financial and Consumer Services Commission (New Brunswick) 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: (506) 658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: (506) 658-3059 Email: info@fcnb.ca	Financial and Consumer Affairs Authority of Saskatchewan Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: (306) 787-5879 Facsimile: (306) 787-5899
Government of Newfoundland and Labrador Financial Services Regulation Division P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John’s, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: (709) 729-4189 Facsimile: (709) 729-6187

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