mmen_ex1028.htm

 
 EXHIBIT 10.28
  
 SUBSCRIPTION FOR SUBORDINATE VOTING SHARES AND WARRANTS
  
 TO: Med Men Enterprises Inc. (the “Corporation”)
  
 The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation (“Units”) set forth below for the aggregate subscription price set forth below (the “Aggregate Subscription Amount”), representing a subscription price of C$0.40 per Unit (the “Issue Price”). Each Unit shall consist of one (I) Class B subordinate voting share (“Class B Share”) of the Corporation and one (1) Class B Share purchase warrant (each a “Warrant”). Each Warrant will be exercisable to purchase one additional Class B Share (a “Warrant Share”) at an exercise price of C$0.50 per share for a period of three (3) years from the date of issuance of the Warrants (the Warrants and together with the Class B Shares. the “Purchased Securities”), upon and subject to the terms and conditions set forth in the “Terms and Conditions of Subscription for Subordinate Voting Shares and Warrants of MedMen Enterprises Inc.” attached hereto (collectively with this face page, the “Subscription Agreement”).
  
 	  
	  
	  
	  
	  
	  
	  

		  
	  
	  
	  
	 Aggregate Subscription Amount: C$20,000,000
	
		 Full Legal Name of Subscriber (please print)
	  
	  
	  
		  

	  
	  
	  
	  
	  
	  
	  
	  

	  
	 By:
	  
	  
			 Number of Units: 50,000,000 
	  

	  
	  
	 Signature of Subscriber or its Authorized Representative
	  
	  
			  

	  
	  
	  
	  
	  
		  
	  

	  
	  
	  
	  
	  
		
	  
	 Official Title or Capacity (please print)
	  
	  
	  
	 Details of Securities Currently Held
	
	  
	  
	  
	  
	  
			  

	  
	  
	  
	  
	  
	  
	
	  
	 Name of Signatory (please print name of individual whose
 signature appears above if different than name of Subscriber)
	  
	  
	  
	 Class B Subordinate Voting Shares:
 Number: _______________________________
	
	  
	  
	  
	  
	  
		  
	  

	  
	  
	  
	  
	  
	  
	
	  
	 Subscriber’s Address (including postal code)
	  
	  
	  
	 Warrants
	
	  
	  
	  
	  
	  
		 Number: _________________________________
	  

	  
	  
	  
	  
	  
	 Exercise Price: 
	
	  
	 Telephone Number (including area code)
	  
	  
	  
	  
	
	  
	  
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	
	  
	 e-mail Address
	  
	  
	  
	  
	
	  
	  
	  
	  
	  
	  
	  
	  

	  
	 By executing this Subscription Agreement, you are consenting to the collection, use and disclosure of personal information in the manner described in the privacy notice on page 13 of this Subscription Agreement.
	  
	  
	  
	  
	

  
 	  
	 Register the Purchased Securities (if different from address given above) as follows:
	  
	  
	  
	 Deliver the Purchased Securities (if different from address given above) as follows:
	  

	  
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  

	  
	 Name
	  
	  
	  
	 Name
	  

	  
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  

	  
	 Account reference, if applicable
	  
	  
	  
	 Account reference, if applicable
	  

	  
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  

	  
	 Address (including postal code)
	  
	  
	  
	 Contact Name
	  

	  
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  

	  
		  
	  
	  
	 Address (including postal code)
	  

	  
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  

	  
	 e-mail Address
	  
	  
	  
	 Telephone Number (including area code)
	  


   
 ACCEPTANCE: The Corporation, by countersigning this Subscription Agreement below, hereby accepts this subscription as set forth above upon and subject to the terms and conditions contained in this Subscription Agreement.
  
 	 MEDMEN ENTERPRISES INC. 
	  
	 March 18, 2021

	  
	  
	  
	  

	 Per: 
	  
	  
	 No.:


    
 This is the first page of an agreement comprised of 13 pages.
    
 	 
	1
	

	 

      
  Offshore
   
 PLEASE MAKE SURE THAT YOUR SUBSCRIPTION INCLUDES:
  
 	 1. 
	a signed copy of this Subscription Agreement;
	  
	  

	 2. 
	a wire transfer or direct deposit to:
	  
	  

	  
	  

	  
	  

	  
	  

	  
	 PLEASE NOTE THAT THE FAILURE TO PROVIDE ALL   OF THE ABOVE INFORMATION IN RESPECT OF WIRE TRANSFERS MAY RESULT IN THE COMPLETION OF YOUR SUBSCRIPTION FOR SECURITIES HEREUNDER BEING REJECTED OR DELAYED,


    
 PLEASE DELIVER THE AFOREMENTIONED DOCUMENTS TO:
  
 MedMen Enterprises Inc.
  
 Attn: Reece Fulgham
 Email: reece.fulgham@medmen.com And To:
  
 Manatt, Phelps & Phillips, LLP
  
 Attn: Katherine Blair Email: kblair@manatt.com
  
 And To:
 Cassels Brock & Blackwell LLP Attn: Greg Hogan
 Email: ghogan@cassels.com
   
 	 
	2
	

	 

     
 TERMS AND CONDITIONS OF SUBSCRIPTION FOR
 SUBORDINATE VOTING SHARES AND WARRANTS
 OF MEDMEN ENTERPRISES INC.
  
 	 1. 
	Definitions. In this Subscription Agreement:

   
 	  
	 (a) 
	“Aggregate Subscription Amount” has the meaning set forth on the face page hereof;
	  
	  
	  

	  
	 (b) 
	“Allowed Delay” shall have the meaning ascribed thereto in paragraph 10 hereof;
	  
	  
	  

	  
	 (c) 
	“Class B Shares” has the meaning set forth on the face page hereof;
	  
	  
	  

	  
	 (d) 
	“Closing Date” means such date(s) as the Corporation may determine;
	  
	  
	  

	  
	 (e) 
	“Corporation” means MedMen Enterprises Inc., a corporation incorporated under the Business Corporations Act (British Columbia);
	  
	  
	  

	  
	 (f) 
	“Issue Price” has the meaning set forth on the face page hereof;
	  
	  
	  

	  
	 (g) 
	“OFAC” shall have the meaning ascribed thereto in paragraph 3(cc) hereof;
	  
	  
	  

	  
	 (h) 
	“Offering” shall have the meaning ascribed thereto in paragraph 2(b) hereof;
	  
	  
	  

	  
	 (i) 
	“Purchased Securities” has the meaning set forth on the face page hereof;
	  
	  
	  

	  
	 (j) 
	“PCMLTFA” shall have the meaning ascribed thereto in paragraph 3(bb) hereof;
	  
	  
	  

	  
	 (k) 
	“Registrable Securities” shall have the meaning ascribed thereto in paragraph 10 hereof;
	  
	  
	  

	  
	 (l) 
	“Registration Statement” shall have the meaning ascribed thereto in paragraph 10 hereof;
	  
	  
	  

	  
	 (m) 
	“Shares” means the Class B subordinate voting shares in the capital of the Corporation;
	  
	  
	  

	  
	 (n) 
	“Subscriber” has the meaning set forth on the face page hereof;
	  
	  
	  

	  
	 (o) 
	“Subscription Agreement” has the meaning set forth on the face page hereof;
	  
	  
	  

	  
	 (p) 
	“Underlying Securities” means the Warrant Shares, if and when issued by the Corporation;
	  
	  
	  

	  
	 (q) 
	“U.S. Securities Act” shall have the meaning ascribed thereto in paragraph 3(g) hereof;
	  
	  
	  

	  
	 (r) 
	“Warrants” has the meaning set forth on the face page hereof; and
	  
	  
	  

	  
	 (s) 
	“Warrant Shares” means the Shares issuable upon exercise of the Warrants.

   
 	 2. 
	Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:

     
 	  
	 (a) 
	this subscription is subject to rejection or acceptance by the Corporation in whole or in part;
	  
	  
	  

	  
	 (b) 
	the Purchased Securities subscribed for by the Subscriber hereunder is 50,000,000 of Purchased Securities, or such other amount as agreed to by the subscribers herein (collectively, the “Offering”);
	  
	  
	  

	  
	 (c) 
	the Subscriber is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement;
	  
	  
	  

	  
	 (d) 
	there is no government or other insurance scheme covering the Purchased Securities; and
	  
	  
	  

	  
	 (e) 
	there are risks associated with an investment in the Purchased Securities and, as a result, the Subscriber may lose its entire investment.

    
 	 3. 
	 Representations, Warranties and Covenants of the Subscriber. By executing this Subscription Agreement, the Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) represents, warrants and covenants to the Corporation and its counsel (and acknowledges that the Corporation and its counsel are relying thereon) that:


    
 	  
	 (a) 
	 the Subscriber has the requisite power, authority, legal capacity and competence to execute and deliver and be bound by this Subscription Agreement, to perform all of its obligations hereunder, and to undertake all actions required of the Subscriber hereunder, and all necessary approvals of its directors, partners, shareholders, trustees or otherwise with respect to such matters have been given or obtained;


   
 	 
	3
	

	 

     
 	  
	 (b) 
	the Subscriber has been duly incorporated or created and is validly subsisting under the laws of its jurisdiction of incorporation or creation, and the Subscriber is not resident in Canada and is not acquiring the Purchased Securities for the account or benefit of a Person in Canada and the Purchased Securities will not be beneficially owned or controlled or directed (in whole or in part) by a Person in Canada;
	  
	  
	  

	  
	 (c) 
	this Subscription Agreement has been duly and validly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber;
	  
	  
	  

	  
	 (d) 
	the execution, delivery and performance by the Subscriber of this Subscription Agreement and the completion of the transactions contemplated hereby do not and will not result in a violation of any law, regulation, order or ruling applicable to the Subscriber, and do not and will not constitute a breach of or default under any of the Subscriber’s constating documents or any agreement or covenant to which the Subscriber is a party or by which it is bound;
	  
	  
	  

	  
	 (e) 
	the Subscriber, either alone or together with its representatives, confirms that the Subscriber (and, if the Subscriber is not purchasing as principal, each beneficial purchaser for whom the Subscriber is acting):

    
 	  
	 (i) 
	has such knowledge, sophistication and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Purchased Securities;
	  
	  
	  

	  
	 (ii) 
	is capable of assessing the proposed investment in the Purchased Securities as a result of the Subscriber’s own experience or as a result of advice received from a person registered under applicable securities legislation;
	  
	  
	  

	  
	 (iii) 
	is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private placements in the past, and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable Subscriber to utilize the information made available by the Corporation to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment;
	  
	  
	  

	  
	 (iv) 
	is aware of the characteristics of the Purchased Securities and Underlying Securities and the risks relating to an investment therein on its own and without reliance on the Corporation or any of its affiliates or representatives; and
	  
	  
	  

	  
	 (v) 
	is able to bear the economic risk of loss of its investment in the Purchased Securities and is able to afford a complete loss of such investment;

   
 	  
	 (f) 
	the Subscriber understands that no securities commission, stock exchange, governmental agency, regulatory body or similar authority has made any finding or determination or expressed any opinion with respect to the merits of investing in the Purchased Securities;
	  
	  
	  

	  
	 (g) 
	the Subscriber understands and acknowledges that no prospectus or registration statement has been filed by the Corporation with any securities commission or similar regulatory authority in any jurisdiction in connection with the issuance of the Purchased Securities and the Underlying Securities, the Purchased Securities and the Underlying Securities are being offered in a transaction not involving any public offering within the meaning of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and the Purchased Securities are being offered for sale only on a “private placement” basis and that the sale of the Purchased Securities is conditional upon such sale being exempt from the registration requirements under applicable United States federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of Subscriber to subscribe for the Purchased Shares;
	  
	  
	  

	  
	 (h)
	 the Subscriber confirms that neither the Corporation, nor any of its representative directors, employees, officers, agents, representatives or affiliates, have made any representations (written or oral) to the Subscriber:


    
 	  
	 (i) 
	regarding the future value of the Purchased Securities or Underlying Securities;
	  
	  
	  

	  
	 (ii) 
	that any person will resell or repurchase the Purchased Securities or Underlying Securities;
	  
	  
	  

	  
	 (iii) 
	that any of the Purchased Securities or Underlying Securities will be listed on any stock exchange or traded on any market; or
	  
	  
	  

	  
	 (iv) 
	that any person will refund the purchase price or exercise price, as applicable, of the Purchased Securities or Underlying Securities other than as provided in this Subscription Agreement;

   
 	 
	4
	

	 

     
 	  
	 (i) 
	the Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Purchased Securities as an investment for the Subscriber, the tax consequences of purchasing and dealing with the Purchased Securities and Underlying Securities, and the resale restrictions and “hold periods” to which the Purchased Securities and Underlying Securities are or may be subject under applicable securities legislation or stock exchange rules, and has not relied upon any statements made by or purporting to have been made on behalf of the Corporation with respect to such suitability, tax consequences, and resale restrictions;
	  
	  
	  

	  
	 (j) 
	except for the Subscriber’s knowledge regarding its subscription for Purchased Securities hereunder, the Subscriber has no knowledge of a “material fact” or a “material change” (as those terms are defined in the Securities Act (Ontario)) in the affairs of the Corporation that has not been generally disclosed;
	  
	  
	  

	  
	 (k) 
	the Subscriber is resident in the jurisdiction indicated on the face page of this Subscription Agreement as the “Subscriber’s Address” and the purchase by and sale to the Subscriber of the Purchased Securities, and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase and sale (whether with or with respect to the Subscriber or any beneficial purchaser) has occurred only in such jurisdiction;
	  
	  
	  

	  
	 (l) 
	the Subscriber acknowledges that it and/or the Corporation may be required to provide applicable securities regulatory authorities or stock exchanges with information concerning the identities of the beneficial purchasers of the Purchased Securities;
	  
	  
	  

	  
	 (m) 
	at the time the Subscriber was offered the Purchased Securities, it was, and as of the date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a) under the U.S. Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the U.S. Securities Act. The Subscriber is not a “bad actor” as such term is defined in Rule 506 of the U.S. Securities Act. The Subscriber is acquiring the Purchased Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the resale, distribution or other disposition of such Purchased Securities (this representation and warranty not limiting such Subscriber’s right to sell the Purchased Securities pursuant to a registration statement or otherwise in compliance with applicable U.S. federal and state securities laws). The Subscriber is acquiring the Purchased Securities hereunder in the ordinary course of its business;
	  
	  
	  

	  
	 (n) 
	the Subscriber understands that it may not be able to resell the Purchased Securities or Underlying Securities except in accordance with limited exemptions available under applicable securities legislation, regulatory policy and stock exchange rules, and that the Subscriber is solely responsible for (and the Corporation is not in any way responsible for) the Subscriber’s compliance with applicable resale restrictions;
	  
	  
	  

	  
	 (o) 
	the Subscriber understands that the sale of the Purchased Securities is conditional upon such sale being exempt from the requirements to file and obtain a receipt for a prospectus or to deliver an offering memorandum, and the requirement to sell securities through a registered dealer, or upon the issuance of such orders, consents or approvals as may be required to enable such sale to be made without complying with such requirements, and that as a consequence of acquiring the Purchased Securities pursuant to such exemptions, certain protections, rights and remedies provided by applicable securities legislation, including statutory rights of rescission or damages in the event of a misrepresentation will not be available to the Subscriber in connection with the purchase and sale of the Purchased Securities;
	  
	  
	  

	  
	 (p) 
	except as provided for herein, the Subscriber understands and acknowledges that the Purchased Securities 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 the Purchased Securities to it are being made in reliance upon the exemption from registration provided by the U.S. Securities Act and similar exemptions under applicable state securities laws. The Subscriber understands and acknowledges that the Purchased Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act.
	  
	  
	  

	  
	  
	 Upon the original issuance of the Purchased Securities and until such time as is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, all certificates representing the Purchased Securities and Underlying Securities, and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend substantially in the following form:


    
 	 
	5
	

	 

       
 	  
	  
	 “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 U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN COMPLIANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED THAT THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION.”

	  
	  
	  

	  
	  
	 The Subscriber consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Purchased Securities or Underlying Securities in order to implement the restrictions on transfer set forth and described herein;

	  
	  
	  

	  
	 (q) 
	the Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, or any other document (other than the annual financial statements, interim financial statements or any other document (excluding offering memoranda, prospectuses or other offering documents) the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation, which has been prepared for delivery to and review by prospective purchasers in order to assist them in making an investment decision in respect of the purchase of Purchased Securities pursuant to the Offering;
	  
	  
	  

	  
	 (r) 
	the Subscriber is not purchasing the Purchased Securities as a result of any “general solicitation” or “general advertising” (as defined in Regulation D under the U.S. Securities Act), including any advertisement, article, notice or other communication regarding the Purchased Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar and has not become aware of any advertisement in printed media of general and regular paid circulation or on radio, television or other form of telecommunication or any other form of advertisement (including electronic display or the Internet) or sales literature with respect to the distribution of the Purchased Securities;
	  
	  
	  

	  
	 (s) 
	the Subscriber is aware that the Purchased Securities and Underlying Securities have not been and may not be registered under the U.S. Securities Act, or the securities laws of any state and that the Purchased Securities and the Underlying Securities may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration;
	  
	  
	  

	  
	 (t) 
	the Subscriber did not receive an offer of the Purchased Securities while in the United States and was not in the United States at the time the Subscriber’s buy order was originated or this Subscription Agreement was executed or delivered;
	  
	  
	  

	  
	 (u) 
	the Subscriber undertakes and agrees that it will not offer or sell any of the Purchased Securities or Underlying Securities in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, or an exemption from such registration requirements is available;
	  
	  
	  

	  
	 (v) 
	if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Purchased Securities;
	  
	  
	  

	  
	 (w) 
	except as disclosed in writing to the Corporation, the Subscriber does not act jointly or in concert with any other person or company for the purposes of acquiring securities of the Corporation;
	  
	  
	  

	  
	 (x) 
	the Subscriber is not a “control person” of the Corporation, as that term is defined in the Securities Act (Ontario), will not become a “control person” of the Corporation by purchasing the Purchased Securities subscribed for under this Subscription Agreement and does not intend to act jointly or in concert with any other person to form a control group in respect of the Corporation;
	  
	  
	  

	  
	 (y) 
	except for this Subscription Agreement, the Subscriber has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation, and acknowledges that the Corporation’s counsel is acting as counsel to the Corporation and not as counsel to the Subscriber;
	  
	  
	  

	  
	 (z) 
	the Subscriber has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Corporation concerning the terms and conditions of the offering of the Purchased Securities and the merits and risks of investing in the Purchased Securities; (ii) access to information about the Corporation and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment;

   
 	 
	6
	

	 

   
 	  
	 (aa)
	 the Subscriber has reviewed the “Privacy Notice” attached to this Subscription Agreement, and agrees to and accepts all covenants, representations and consents as set out therein;

	  
	  
	  

	  
	  
	  

	  
	 (bb) 
	 the funds representing the Aggregate Subscription Amount which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) 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 this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge: (i) none of the subscription funds to be provided by the Subscriber: (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction; or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and (ii) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith;

	  
	  
	  

	  
	 (cc) 
	the Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned and used to purchase the Shares were legally derived.
	  
	  
	  

	  
	 (dd) 
	the Subscriber acknowledges that the Corporation may complete additional financings in the future in order to develop the business of the Corporation and to fund ongoing development. There is no assurance that such financing will be available and if available, on reasonable terms. Any such financings may have a dilutive effect on current shareholders, including the Subscriber;
	  
	  
	  

	  
	 (ee) 
	if the Subscriber is contracting under this Subscription Agreement on behalf of another person or persons, the representations, warranties, covenants, acknowledgements, confirmations and statements made by the Subscriber in this Subscription Agreement are true and correct with respect to such person or persons on whose behalf the Subscriber is so contracting, as if such representations, warranties, covenants, acknowledgements, confirmations and statements were made directly by such person or persons; and
	  
	  
	  

	  
	 (ff) 
	the Subscriber acknowledges that an investment in the Purchased Securities is subject to a number of risk factors. The Subscriber covenants and agrees to comply with applicable securities legislation, orders or policies concerning the purchase, holding of, and resale of the Purchased Securities and Underlying Securities.

  
 	 4. 
	Timeliness of Representations, etc. The Subscriber agrees (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time (as defined herein), and will survive the completion of the distribution of the Purchased Securities and any subsequent disposition by the Subscriber of any of the Purchased Securities or Underlying Securities.
	  
	  

	 5. 
	Indemnity. The Subscriber acknowledges that the Corporation and its counsel are relying upon the representations, warranties and covenants of the Subscriber set forth herein in determining the eligibility (from a securities law perspective) of the Subscriber (or, if applicable, the eligibility of another on whose behalf the Subscriber is contracting hereunder to subscribe for Purchased Securities) to purchase Purchased Securities under the Offering, and hereby agrees to indemnify the Corporation and its directors, officers, employees, advisers, affiliates, shareholders and agents (including their respective legal counsel) against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of or in connection with their reliance on such representations, warranties and covenants. The Subscriber undertakes to immediately notify the Corporation’s counsel at Cassels Brock & Blackwell LLP, Attention: Greg Hogan (email: ghogan@cassels.com), of any change in any statement or other information relating to the Subscriber set forth herein that occurs prior to the Closing Time.

   
 	 
	7
	

	 

     
 	 6. 
	 Deliveries by Subscriber prior to Closing. The Subscriber agrees to deliver to the Corporation, or as the Corporation may direct, not later than 5:00 p.m. (Toronto time) on such date of which the Subscriber receives notice:


    
 	  
	 (a) 
	this duly completed and executed Subscription Agreement;
	  
	  
	  

	  
	 (b) 
	a wire transfer in accordance with the instructions set forth above; and
	  
	  
	  

	  
	 (c) 
	such other documents as may be requested by the Corporation as contemplated by this Subscription Agreement.

    
 	 7. 
	Time and Place of Closing. The sale of the Purchased Securities will be completed virtually via the exchange of the necessary documents, instructions and funds at such time as the Corporation may determine (the “Closing Time”) on the Closing Date. The Corporation reserves the right to close the Offering in multiple tranches, so that one or more closings may occur after the initial closing.
	  
	  

	 8. 
	Subject to Regulatory Approval. The obligations of the parties hereunder are subject to all required regulatory approvals being obtained.
	  
	  

	 9. 
	Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:

    
 	  
	 (a) 
	the Corporation has the full corporate right, power and authority to execute and deliver this Subscription Agreement and to issue the Purchased Securities and the Underlying Securities to the Subscriber;
	  
	  
	  

	  
	 (b) 
	upon acceptance by the Corporation, this Subscription Agreement shall constitute a binding obligation of the Corporation enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the general principles of equity including the fact that specific performance is available only in the discretion of the court;

    
 	 10. 
	 Registration Rights. The Corporation shall, as soon as reasonably practicable, and in any event within fifteen (15) days after the date of this Subscription Agreement, file with the U.S. Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) under the U.S. Securities Act covering the resale of (a) the Shares and the Warrant Shares subscribed for hereunder. A security shall cease to be a Registrable Security upon sale pursuant to the Registration Statement, Rule 144 under the U.S. Securities Act, or otherwise in a transaction in which the transferee received unlegended securities. Subscriber agrees to cooperate as reasonably requested by the Corporation in connection with the preparation and filing of the Registration Statement hereunder.

	  
	  

	  
	 For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Corporation may suspend the use of the prospectus included in the Registration Statement contemplated by this Section in the event that the Corporation determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Corporation, the disclosure of which at the time is not, in the good faith opinion of the Corporation, in the best interests of the Corporation or (B) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Subscriber in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of Subscriber) disclose to such Subscriber any material non-public information giving rise to an Allowed Delay, (b) advise the Subscriber in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Subscriber agrees that, upon receipt of any notice from the Corporation of either (i) the commencement of an Allowed Delay or (ii) the discovery that, or upon the happening of any event as a result of which, the prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, Subscriber will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Subscriber is advised by the Company that such dispositions may again be made.


  
 	 
	8
	

	 

    
 	 11. 
	No Partnership. Nothing herein shall constitute or be construed to constitute a partnership of any kind whatsoever between the Subscriber and the Corporation.
	  
	  

	 12. 
	Governing Law. In all respects, including all matters of construction, validity and performance, this agreement and all disputes, claims and proceedings in connection herewith shall be governed by, and construed and enforced in accordance with, the internal laws of the state of California applicable to contracts made and performed in that state (without regard to the choice of law or conflicts of law provisions thereof) and any applicable laws of the United States of America. Each of the parties hereto hereby consents and agrees that the Superior Court of Los Angeles County, California, or, at any party’s option, the United States District Court for the Central District of California, shall have exclusive jurisdiction to hear and determine any claims or disputes among the parties hereto pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each party hereby expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and such persons hereby waive any objection which they may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consent to the granting of such legal or equitable relief as is deemed appropriate by such court.
	  
	  

	 13. 
	Time of Essence. Time shall be of the essence of this Subscription Agreement.
	  
	  

	 14. 
	Entire Agreement. This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof, and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.
	  
	  

	 15. 
	Electronic Copies. The Corporation shall be entitled to rely on delivery of a facsimile or other electronic copy of executed subscriptions, and acceptance by the Corporation of such facsimile or electronic copies shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof.
	  
	  

	 16. 
	Counterpart. This Subscription Agreement may be executed in one or more counterparts each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.
	  
	  

	 17. 
	Severability. The invalidity, illegality or unenforceability of any provision of this Subscription Agreement shall not affect the validity, legality or enforceability of any other provision hereof.
	  
	  

	 18. 
	Survival. The covenants, representations and warranties contained in this Subscription Agreement shall survive the closing of the transactions contemplated hereby, and shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
	  
	  

	 19. 
	Interpretation. The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof. In this Subscription Agreement, all references to money amounts are to [Canadian] dollars.
	  
	  

	 20. 
	Amendment. Except as otherwise provided herein, this Subscription Agreement may only be amended by the parties hereto in writing.
	  
	  

	 21. 
	Costs. The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the sale of the Purchased Securities to the Subscriber shall be borne by the Subscriber.
	  
	  

	 22. 
	Withdrawal. The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder.
	  
	  

	 23. 
	Assignment. Neither party may assign all or part of its interest in or to this Subscription Agreement without the consent of the other party in writing.
	  
	  

	 24. 
	Language. The Subscriber acknowledges that it has consented to and requested that all documents evidencing or relating in any way to the sale of the Purchased Securities be drawn up in the English language only.

   
 	 
	9
	

	 

   
 PRIVACY NOTICE
  
 The Subscriber acknowledges that this Subscription Agreement and the Exhibits hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which may include, without limitation, determining the Subscriber’s eligibility to purchase the Purchased Securities under applicable securities laws, preparing and registering certificates representing the Purchased Securities to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. In addition, such personal information may be used or disclosed by the Corporation for the purpose of administering the Corporation’s relationship with the Subscriber or, if applicable, the beneficial purchaser for whom the Subscriber is contracting. For example, such personal information may be used by the Corporation to communicate with the Subscriber or, if applicable, the beneficial purchaser for whom the Subscriber is contracting (such as by providing annual or quarterly reports), to prepare tax filings and forms or to comply with its obligations under taxation, securities and other laws (such as maintaining a list of holders of shares). The Subscriber’s personal information may also be disclosed by the Corporation to (a) stock exchanges or securities regulatory authorities (including the Unites States Securities and Exchange Commission (the “SEC”))), (b) the Corporation’s registrar and transfer agent, (c) Canadian or United States tax authorities, and (d) any of the other parties involved in the Offering, including legal counsel, and may be included in closing books in connection with the Offering.
  
 By executing this Subscription Agreement, the Subscriber consents to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents delivered in connection with this Subscription Agreement as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby and expressly consents to the collection, use and disclosure of the Subscriber’s personal information by the Canadian Securities Exchange for the purposes identified by such exchange, from time to time.
   
 	 
	10
	

	 

     
 ACKNOWLEDGEMENT – PERSONAL INFORMATION
  
 The Subscriber acknowledges as follows:
  
 The Canadian Securities Exchange and its affiliates, authorized agents, subsidiaries and divisions (collectively referred to as “the Exchange”) may collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or applicant and use it for the following purposes:
   
 	  
	 ·
	to conduct background checks,
	  
	  
	  

	  
	 ·
	to verify the Personal Information that has been provided about each individual,
	  
	  
	  

	  
	 ·
	to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or applicant,
	  
	  
	  

	  
	 ·
	to consider the eligibility of the Issuer or applicant to list on the Exchange,
	  
	  
	  

	  
	 ·
	to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates,
	  
	  
	  

	  
	 ·
	to conduct enforcement proceedings, and
	  
	  
	  

	  
	 ·
	to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

    
 As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self- regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.
  
 The Personal Information the Exchange collects may also be disclosed:
  
 	 (a) 
	to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and
	  
	  

	 (b) 
	on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange.

    
 The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.
  
 The Subscriber hereby provides the Corporation with written consent to the disclosure of its Personal Information to the Exchange pursuant to the Exchange’s Form 9 and otherwise consents to the Form 9 filing, and to the collection, use and disclosure of its information by the Exchange in the manner and for the purposes described in Appendix A to the Exchange’s Form 9 or as otherwise identified by the Exchange, from time to time.
   
 	 
	11
	

	 

     
 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 U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN COMPLIANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED THAT THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY.
  
 THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BY 5:00 P.M. (PACIFIC TIME), ON MARCH 17, 2024, OR SUCH EARLIER DATE AS PROVIDED HEREIN, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT.
   
 WARRANT CERTIFICATE
  
 MEDMEN ENTERPRISES INC.
   
 	 WARRANT CERTIFICATE 
  
 NO. MARCH 18, 2021
  
  
  
	 50,000,000 WARRANTS (each a “Warrant”) entitling the holder to acquire, subject to adjustment, one Class B subordinate voting share of MedMen Enterprises Inc. at a price of C$0.50 (a “Share”) for each Warrant represented hereby.
  


   
 THIS CERTIFIES THAT, for value received, _____________________, a ___________ company (hereinafter referred to as the “Holder”), is entitled, at any time prior to the Expiry Time, to purchase, at the Exercise Price, one Share in the capital stock of MedMen Enterprises Inc. (the “Company”) for each Warrant evidenced hereby, by surrendering to the Company at its office at 10115 Jefferson Boulevard, Culver City, CA 90232, this Warrant Certificate, together with a Subscription Form, duly completed and executed, and cash or a certified cheque, money order, bank draft or wire of immediately available funds in lawful money of Canada payable to or to the order of the Company for the amount equal to the Exercise Price per Share multiplied by the number of Shares subscribed for, on and subject to the terms and conditions set forth below.
  
 Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any shares of the Company at any time after the Expiry Time, and from and after the Expiry Time this Warrant Certificate and the Warrants represented hereby, and all rights hereunder shall be void and of no value.
  
 1. Definitions
  
 In this Warrant Certificate, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:
  
 	 (a) 
	“Affiliate” has the meaning ascribed to such term under the Securities Act (Ontario); 
	  
	  

	 (b) 
	“Business Day” means a day which is not a Saturday, Sunday, or a civic or statutory holiday in the City of Los Angeles, California;
	  
	  

	 (c) 
	“Shares” means Class B subordinate voting shares of the Company as such shares were constituted on the date hereof, as the same may be reorganized, reclassified or redesignated pursuant to any of the events set out in Section 13 hereof;
	  
	  

	 (d) 
	“Company” means MedMen Enterprises Inc., a corporation formed under the laws of the Province of British Columbia and its successors and assigns;

   
 	 
	12
	

	 

     
 	 (e) 
	 “Current Market Price” at any date, means the weighted average of the sale prices per Share at which the Shares have traded on the Canadian Securities Exchange, or, if the Shares in respect of which a determination of Current Market Price is being made are not listed thereon, on such stock exchange on which such shares are listed as may be selected for such purpose by the directors, or, if the Shares are not listed on any stock exchange, then on the over-the-counter market, for any 30 consecutive trading days selected by the Company commencing not later than 45 trading days and ending no later than 5 trading days before such date; provided, however, if such Shares are not traded during such 45 day period for at least 30 consecutive trading days, the simple average of the following prices established for each of 30 consecutive trading days selected by the Company commencing not later than 45 trading days before such date:


  
 	  
	 (i) 
	the average of the bid and ask prices for each day on which there was no trading, and
	  
	  
	  

	  
	 (ii) 
	the closing price of the Shares for each day that there was trading,
	  
	  
	  

	  
	 or in the event that at any date the Shares are not listed on any exchange or on the over-the-counter market, the Current Market Price shall be as determined by the directors or such firm of independent chartered accountants as may be selected by the directors acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Shares sold during such period;


   
 	 (f) 
	“Equity Shares” means the Shares and any shares of any other class or series of the Company which may from time to time be authorized for issue if by their terms such shares confer on the holders hereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Company beyond a fixed sum or a fixed sum plus accrued dividends;
	  
	  

	 (g) 
	“Exercise Price” means C$0.50 in Canadian funds per Share;
	  
	  

	 (h) 
	“Expiry Time” means 5:00 pm (Los Angeles time) on March 17, 2024;
	  
	  

	 (i) 
	“Holder” means the registered holder of this Warrant Certificate;
	  
	  

	 (j) 
	“person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof;
	  
	  

	 (k) 
	“Subscription Form” means the form of subscription annexed hereto as Schedule “A”; 
	  
	  

	 (l) 
	“this Warrant Certificate”, “herein”, “hereby”, “hereof”, “hereto”, “hereunder” and similar expressions mean or refer to this Warrant Certificate and any deed or instrument supplemental or ancillary thereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof; and
	  
	  

	 (m) 
	“Warrant” or “Warrants” means the right to acquire Shares evidenced hereby.

  
 2. Expiry Time
  
 After the Expiry Time, all rights under any Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall wholly cease and terminate and such Warrants and this Warrant Certificate shall be void and of no value or effect.
  
 3. Exercise Procedure
  
 The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the Company prior to the Expiry Time at its registered office as set out above:
  
 	  
	 (a) 
	this Warrant Certificate, with the Subscription Form duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Company, and
	  
	  
	  

	  
	 (b) 
	certified cheque, money order, bank draft or wire transfer payable to or to the order of the Company in lawful money of Canada (or such other currency as agreed to by the Company) in an amount equal to the Exercise Price multiplied by the number of Shares for which subscription is being made.

   
 	 
	13
	

	 

     
 Any Warrant Certificate and cash, certified cheque, money order or bank draft referred to in the foregoing clauses (a) and (b) shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office in the manner provided in Section 28 hereof.
  
 This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder, for new warrant certificates of like tenor, and bearing the same legends representing, in the aggregate, the right to subscribe for the number of Shares which may be subscribed for hereunder.
  
 4. Right to Distributions
  
 Subject to applicable laws and the rights of any shares of the Company ranking in preference to the Shares, the Holder hereof shall be entitled to receive ratably with the holders of Shares, any dividends declared on the Shares or any other distributions made to the holders of Shares (the “Share Distribution”), on the basis as if the Warrants had been exercised for Shares at the Exercise Price in effect for the Warrants as of the record date for the determination of the holders of Shares entitled to receive the Share Distribution. 
  
 5. Entitlement to Certificate
  
 Upon such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder hereof the Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of such Shares with effect from the date of such delivery and payment and shall be entitled to delivery of confirmation of the registration of such Shares and the Company shall cause such confirmation to be mailed to the Holder hereof at the address or addresses specified in such subscription within five (5) Business Days of such delivery and payment.
  
 6. Register of Warrantholders and Transfer of Warrants
  
 The Company shall cause a register to be kept in which shall be entered the names and addresses of all holders of the Warrants and the number of Warrants held by them. 
  
 The Company may treat the registered holder of any Warrant Certificate as the absolute owner of the Warrants represented thereby for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary except where the Company is required to take notice by statute or by order of a court of competent jurisdiction.
  
 Subject to the terms hereof and the terms set forth in the Transfer Form attached as Schedule “B” hereto, this Warrant may be transferred to: (i) an Affiliate of the Holder; or (ii) any other person; provided that no proposed transfer to a person that is not an Affiliate of the Holder will be permitted (A) without the prior written consent of the Company, which consent will not be unreasonably withheld, conditioned or delayed unless the Company determines, in its sole discretion, that the proposed transferee is, or is reasonably expected to become, a competitor of the Company. In addition to the foregoing, no transfer of this Warrant shall be effective unless this Warrant Certificate is accompanied by a duly executed Transfer Form or other instrument of transfer in such form as the Company may from time to time prescribe, together with such evidence of the genuineness of each endorsement, execution and authorization and of other matters as may reasonably be required by the Company. Notwithstanding anything else contained herein, no transfer of this Warrant shall be made if in the opinion of counsel to the Company such transfer would result in the violation of any applicable securities laws.
   
 	 
	14
	

	 

     
 7. Partial Exercise
  
 The Holder may subscribe for and purchase a number of Shares less than the number the Holder is entitled to purchase pursuant to this Warrant Certificate. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new Warrant Certificate in respect of the balance of the Shares of which he was entitled to purchase pursuant to this Warrant Certificate and which were then not purchased.
  
 8. No Fractional Shares
  
 Notwithstanding any adjustments provided for in Section 13 hereof or otherwise, the Company shall not be required upon the exercise of any Warrants, to issue fractional Shares in satisfaction of its obligations hereunder. Where a fractional Share would, but for this Section 8, have been issued upon exercise of a Warrant, in lieu thereof, there shall be paid to the Holder an amount equal (rounded to the nearest $0.01) to the product obtained by multiplying such fractional share interest by the Current Market Price at the date of due exercise of this Warrant, accompanied by a subscription form and the Exercise Price in the manner provided in Section 3, which payment shall be made within five (5) Business Days of such delivery and payment.
  
 9. Not a Shareholder
  
 Except as provided for herein, nothing in this Warrant Certificate or in the holding of the Warrants evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company.
  
 10. No Obligation to Purchase
  
 Nothing herein contained or done pursuant hereto shall obligate the Holder to purchase or pay for or the Company to issue any shares except those shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.
  
 11. Ranking of Warrants
  
 All warrants issued concurrent herewith shall rank pari passu, notwithstanding the actual date of the issue thereof.
  
 12. Covenants
  
 	 (a) 
	The Company covenants and agrees that:

  
 	  
	 (i) 
	so long as any Warrants evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Shares to satisfy the right of purchase herein provided for should the Holder determine to exercise its rights in respect of all the Shares for the time being called for by such outstanding Warrants; and 
	  
	  
	  

	  
	 (ii) 
	all Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable Shares and the holders thereof shall not be liable to the Company or to its creditors in respect thereof.

  
 	 (b) 
	 The Company shall make all requisite filings under the Securities Act (Ontario) and the regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of such act and regulations.

	  
	  

	 (c) 
	The Company shall use all reasonable efforts to preserve and maintain its corporate existence.

   
 	 
	15
	

	 

    
 13. Adjustment to Exercise Price
  
 The Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:
  
 	 (a) 
	If and whenever at any time after the date hereof the Company:

  
 	  
	 (i) 
	issues Shares or securities exchangeable for or convertible into Shares to all or substantially all the holders of the Shares as a stock dividend; or
	  
	  
	  

	  
	 (ii) 
	makes a distribution on its outstanding Shares payable in Shares or securities exchangeable for or convertible into Shares; or
	  
	  
	  

	  
	 (iii) 
	subdivides its outstanding Shares into a greater number of shares; or
	  
	  
	  

	  
	 (iv) 
	consolidates its outstanding Shares into a smaller number of shares;
	  
	  
	  

	  
	 (any of such events being called a “Share Reorganization”), then the Exercise Price will be adjusted effective immediately after the effective date or record date for the happening of a Share Reorganization, as the case may be, at which the holders of Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which is the number of Shares outstanding immediately after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had all such securities been exchanged for or converted into Shares on such effective date or record date).


    
 	 (b) 
	 If and whenever at any time after the date hereof the Company fixes a record date for the issue of rights (excluding rights issued pursuant to a shareholder rights plan), options or warrants to the holders of all or substantially all of its outstanding Shares under which such holders are entitled to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares, where:


  
 	  
	 (i) 
	the right to subscribe for or purchase Shares, or the right to exchange securities for or convert securities into Shares, expires not more than 45 days after the date of such issue (the period from the record date to the date of expiry being herein in this Section 13 called the “Rights Period”), and
	  
	  
	  

	  
	 (ii) 
	the cost per Share during the Rights Period (inclusive of any cost of acquisition of securities exchangeable for or convertible into Shares in addition to any direct cost of Shares) (herein in this Section 13 called the “Per Share Cost”) is less than 95% of the Current Market Price of the Shares on the record date, 
	  
	  
	  

	  
	 (any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:


    
 	  
	 (A) 
	the numerator of which is the aggregate of:

  
 	  
	 (1) 
	the number of Shares outstanding as of the record date for the Rights Offering; and
	  
	  
	  

	  
	 (2) 
	a number determined by dividing the product of the Per Share Cost and:

  
 	  
	 (I) 
	where the event giving rise to the application of this subsection 13(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase additional Shares, the number of Shares so subscribed for or purchased during the Rights Period, or
	  
	  
	  

	  
	 (II) 
	where the event giving rise to the application of this subsection 13(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Shares, the number of Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period,
	  
	  
	  

	  
	 by the Current Market Price of the Shares as of the record date for the Rights Offering; and


   
 	 
	16
	

	 

     
 	  
	 (B) 
	the denominator of which is:

  
 	  
	 (1) 
	in the case described in subparagraph 13(b)(A)(2)(I), the number of Shares outstanding, or
	  
	  
	  

	  
	 (2) 
	in the case described in subparagraph 13(b)(A)(2)(II), the number of Shares that would be outstanding if all the Shares described in subparagraph 13(b)(A)(2)(II) had been issued,
	  
	  
	  

	  
	 as at the end of the Rights Period.


  
 	  
	 Any Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.
  
 If by the terms of the rights, options or warrants referred to in this Section 13, there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:


     
 	  
	  
	  
	  
	 (I) 
	the lowest purchase, conversion or exchange price per Share, as the case may be, if such price is applicable to all Shares which are subject to the rights, options or warrants, and
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	 (II) 
	the average purchase, conversion or exchange price per Share, as the case may be, if the applicable price is determined by reference to the number of Shares acquired.
	  
	  
	  
	  
	  
	  

	  
	 To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 13 as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in this Section 13, the Exercise Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

	  
	  
	  

	  
	 If the Holder has exercised this Warrant Certificate in accordance herewith during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor, the Holder will, in addition to the Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Shares equal to the result obtained when the Exercise Price in effect immediately prior to the end of such Rights Offering pursuant to this subsection is multiplied by the number of Shares received upon the exercise of this Warrant during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection; provided that the provisions of Section 7 will be applicable to any fractional interest in a Share to which such Holder might otherwise be entitled. Such additional Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Shares will be delivered to such Holder within ten (10) Business Days following the end of the Rights Period.


   
 	 
	17
	

	 

    
 	 (c) 
	If and whenever at any time after the date hereof the Company fixes a record date for the issue or the distribution to the holders of all or substantially all of the outstanding Shares of:

  
 	  
	 (i) 
	shares of the Company of any class other than Shares;
	  
	  
	  

	  
	 (ii) 
	rights, options or warrants to acquire shares or securities exchangeable for or convertible into Shares or property or other assets of the Company;
	  
	  
	  

	  
	 (iii) 
	evidence of indebtedness of the Company; or
	  
	  
	  

	  
	 (iv) 
	any property or other assets of the Company,
	  
	  
	  

	  
	 and if such issuance or distribution does not constitute (A) a Share Reorganization, (B) a Rights Offering or (C) the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Shares under which such holders are entitled to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares, where:


   
 	  
	  
	  
	 (x) 
	the right to subscribe for or purchase Shares, or the right to exchange securities for or convert securities into Shares, expires not more than 45 days after the date of such issue, and
	  
	  
	  
	  
	  

	  
	  
	  
	 (y) 
	the cost per Share during the Rights Period, inclusive of the Per Share Cost, is 95% or more than the Current Market Price of the Shares on the record date
	  
	  
	  
	  
	  

	  
	 (any of such non-excluded events being called a “Special Distribution”), the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:


   
 	  
	 (A) 
	the numerator of which is:

  
 	  
	 (1) 
	the product of the number of Shares outstanding on such record date and the Current Market Price of the Shares on such record date; less
	  
	  
	  

	  
	 (2) 
	the aggregate fair market value (as determined by action by the directors of the Company, subject, however, to the prior written consent of the TSX Venture Exchange, where required) to the holders of the Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

  
 	  
	  
	 (B) 
	the denominator of which is the number of Shares outstanding on such record date multiplied by the Current Market Price of the Shares on such record date.
	  
	  
	  
	  

	  
	 Any Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.


    
 	 (d) 
	 If and whenever at any time after the date hereof there is a Share Reorganization, a Rights Offering, a Special Distribution, a reclassification or redesignation of the Shares outstanding at any time or change of the Shares into other shares or into other securities (other than a Share Reorganization), or a consolidation, amalgamation or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other shares), or a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Holder, upon exercising this Warrant Certificate after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Shares to which such Holder was theretofore entitled upon exercise of this Warrant Certificate. If determined appropriate by action of the directors of the Company, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 13 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 13 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise hereof. Any such adjustment must be made by and set forth in an amendment to this Warrant Certificate approved by action by the directors of the Company and will for all purposes be conclusively deemed to be an appropriate adjustment.


   
 	 
	18
	

	 

     
 	 (e) 
	If at any time after the date hereof and prior to the Expiry Time any adjustment in the Exercise Price shall occur as a result of:

  
 	  
	 (i) 
	an event referred to in subsection 13(a);
	  
	  
	  

	  
	 (ii) 
	the fixing by the Company of a record date for an event referred to in subsection 13(b); or
	  
	  
	  

	  
	 (iii) 
	 the fixing by the Company of a record date for an event referred to in subsection 13(c) if such event constitutes the issue or distribution to the holders of all or substantially all of its outstanding Shares of (A) Equity Shares, or (B) securities exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Share less than the Current Market Price on such record date or (C) rights, options or warrants to acquire Equity Shares at an exercise, exchange or conversion price per Equity Share less than the Current Market Price on such record date, 

	  
	  
	  

	  
	 then, where required, the number of Shares purchasable upon the subsequent exercise of this Warrant Certificate shall be simultaneously adjusted by multiplying the number of Shares purchasable upon the exercise of this Warrant Certificate immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Exercise Price. To the extent any adjustment in subscription rights occurs pursuant to this subsection 13(e) as a result of a distribution of exchangeable or convertible securities other than Equity Shares referred to in subsection 13(a) or as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in subsection 13(b), the number of Shares purchasable upon exercise of this Warrant Certificate shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Shares which would be purchasable based upon the number of Shares actually issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. To the extent that any adjustment in subscription rights occurs pursuant to this subsection 13(e) as a result of the fixing by the Company of a record date for the distribution of exchangeable or convertible securities other than Equity Shares or rights, options or warrants referred to in subsection 13(c), the number of Shares purchasable upon exercise of this Warrant Certificate shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number which would be purchasable pursuant to this subsection 13(e) if the fair market value of such securities or such rights, options or warrants had been determined for purposes of the adjustment pursuant to this subsection 13(e) on the basis of the number of Equity Shares issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.


   
 14. Rules Regarding Calculation of Adjustment of Exercise Price
  
 	 (a) 
	The adjustments provided for in Section 13 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 14.
	  
	  

	 (b) 
	No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.

   
 	 
	19
	

	 

     
 	 (c) 
	No adjustment in the Exercise Price will be made in respect of any event described in Section 13, other than the events referred to in clauses 13(a)(iii) and (iv), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised this Warrant Certificate prior to or on the effective date or record date of such event.
	  
	  

	 (d) 
	No adjustment in the Exercise Price will be made under Section 13 in respect of the issue from time to time of Shares issuable from time to time as dividends paid in the ordinary course to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Share Reorganization.
	  
	  

	 (e) 
	If at any time a dispute arises with respect to adjustments provided for in Section 13, such dispute will be conclusively determined by the auditors of the Company or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Company and any such determination, where required, will be binding upon the Company, the Holder and shareholders of the Company. The Company will provide such auditors or accountants with access to all necessary records of the Company.
	  
	  

	 (f) 
	In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Shares, other than action described in Section 13, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action by the directors of the Company but subject in all cases to the prior written consent of the Canadian Securities Exchange, where required, and any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances.
	  
	  

	 (g) 
	If the Company sets a record date to determine the holders of the Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.
	  
	  

	 (h) 
	In the absence of a resolution of the directors of the Company fixing a record date for a Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
	  
	  

	 (i) 
	As a condition precedent to the taking of any action which would require any adjustment to this Warrant Certificate, including the Exercise Price, the Company must take any corporate action which may be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.
	  
	  

	 (j) 
	The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 13, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.
	  
	  

	 (k) 
	The Company covenants to and in favour of the Holder that so long as the Warrants represented by this Warrant Certificate remain outstanding, it will give notice to the Holder of its intention to fix a record date for any event referred to in subsections 13(a), (b) or (c) (other than the subdivision or consolidation of the Shares) which may give rise to an adjustment in the Exercise Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Company is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to each such applicable record date or effective date.

   
 	 
	20
	

	 

     
 15. Consolidation and Amalgamation
  
 	 (a) 
	 The Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Holder, are necessary or advisable to establish that upon the consummation of such transaction:


  
 	  
	 (i) 
	the successor corporation will have assumed all the covenants and obligations of the Company under this Warrant Certificate, and
	  
	  
	  

	  
	 (ii) 
	the Warrant will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant Certificate.

  
 	 (b) 
	 Whenever the conditions of subsection 15(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Company under this Warrant Certificate in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.


  
 16. Representation and Warranty
  
 The Company hereby represents and warrants with and to the Holder that the Company is duly authorized and has the corporate and lawful power and authority to create and issue the Warrants represented by this Warrant Certificate and the Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Warrant Certificate represents a valid, legal and binding obligation of the Company enforceable in accordance with its terms.
  
 17. If Share Transfer Books Closed
  
 The Company shall not be required to deliver confirmation of registration for Shares while the share transfer books of the Company are properly closed, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Shares called for thereby during any such period delivery of confirmation of registration for Shares may be postponed for not exceeding five (5) Business Days after the date of the re-opening of said share transfer books. Provided, however, that any such postponement of delivery of confirmation of registration shall be without prejudice to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such confirmation of registration for the Shares called for after the share transfer books have been re-opened.
  
 18. Protection of Shareholders, Officers and Directors
  
 Subject as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the Warrants represented hereby shall be taken against any shareholder, officer or director of the Company, either directly or through the Company, it being expressly agreed and declared that the obligations under the Warrants evidenced hereby, are solely corporate obligations of the Company and that no personal liability whatever shall attach to or be incurred by the shareholders, officers, or directors of the Company or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants evidenced hereby.
   
 	 
	21
	

	 

     
 19. Lost Certificate
  
 If this Warrant Certificate evidencing the Warrants issued hereby becomes stolen, lost, mutilated or destroyed the Company may, on such terms, as it may in its discretion reasonably impose, respectively issue and countersign a new warrant of like denomination, tenor and date, and bearing the same legends, as the certificate so stolen, lost mutilated or destroyed.
  
 20. Governing Law
  
 In all respects, including all matters of construction, validity and performance, this agreement and all disputes, claims and proceedings in connection herewith shall be governed by, and construed and enforced in accordance with, the internal laws of the state of California applicable to contracts made and performed in that state (without regard to the choice of law or conflicts of law provisions thereof) and any applicable laws of the United States of America. Each of the parties hereto hereby consents and agrees that the Superior Court of Los Angeles County, California, or, at any party’s option, the United States District Court for the Central District of California, shall have exclusive jurisdiction to hear and determine any claims or disputes among the parties hereto pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each party hereby expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and such persons hereby waive any objection which they may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consent to the granting of such legal or equitable relief as is deemed appropriate by such court. 
  
 21. Severability
  
 If any one or more of the provisions or parts thereof contained in this Warrant Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:
  
 	  
	 (i) 
	the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and
	  
	  
	  

	  
	 (ii) 
	the invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant Certificate in any other jurisdiction.

  
 22. Headings
  
 The headings of the articles, sections, subsections and clauses of this Warrant Certificate have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Warrant Certificate.
  
 23. Numbering of Articles, etc.
  
 Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause or schedule bearing that number or letter in this Warrant Certificate.
  
 24. Gender
  
 Whenever used in this Warrant, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.
  
 25. Day not a Business Day
  
 In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day. If the payment of any amount is deferred for any period, then such period shall be included for purposes of the computation of any interest payable hereunder.
   
 	 
	22
	

	 

     
 26. Computation of Time Period
  
 Except to the extent otherwise provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.
  
 27. Binding Effect
  
 This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder and his heirs, executors, administrators, legal personal representatives, permitted assigns and successors and shall be binding upon the Company and its successors and permitted assigns.
  
 28. Notice
  
 Any notice, document or communication required or permitted by this Warrant Certificate to be given by a party hereto shall be in writing and is sufficiently given if delivered personally, or if sent by prepaid registered mail, or if transmitted by any form of recorded telecommunication tested prior to transmission, to such party addressed as follows:
  
 	  
	 (i) 
	to the Holder, in the register to be maintained pursuant to Section 6 hereof; and
	  
	  
	  

	  
	 (ii) 
	to the Company at:
	  
	  
	  

	  
	  
	  MedMen Enterprises Inc.
 10115 Jefferson Boulevard
 Culver City, CA 90232

	  
	  
	  

	  
	  
	 Attention: Reece Fulgham
 Email: reece.fulgham@medmen.com


   
 Notice so mailed shall be deemed to have been given on the tenth (10th) Business Day after deposit in a post office or public letter box. Neither party shall mail any notice, request or other communication hereunder during any period in which applicable postal workers are on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. Notice transmitted by a form of recorded telecommunication or delivered personally shall be deemed given on the day of transmission or personal delivery, as the case may be. Any party may from time to time notify the other in the manner provided herein of any change of address which thereafter, until change by like notice, shall be the address of such party for all purposes hereof.
  
 29. Time of Essence
  
 Time shall be of the essence hereof.
   
 [The remainder of this page is intentionally left blank.]
   
 	 
	23
	

	 

   
 This Warrant Certificate shall not be valid for any purpose whatever unless and until it has been executed by the Company. 
  
 IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly authorized officer March 18, 2021.
  
 This certificate has been electronically signed and is the only copy that will be issued by the Company. This certificate is deemed to be an original.
  
  
 		 MEDMEN ENTERPRISES INC. 

	  
	  

	  
	 Per:
	  

	   
	  
	 Reece Fulgham, Chief Financial Officer


   
 	 
	24
	

	 

    
 SCHEDULE “A”
SUBSCRIPTION FORM
   
 	 TO: 
	 MEDMEN ENTERPRISES INC.

	  
	 10115 Jefferson Boulevard

	  
	 Culver City, CA 90232


   
 The undersigned holder of the within Warrant Certificate hereby irrevocably subscribes for Class B subordinate voting shares (“Shares”) of MEDMEN ENTERPRISES INC. (the “Company”) pursuant to the within Warrant Certificate at the Exercise Price per share specified in the said Warrant Certificate and encloses herewith cash or a certified cheque, money order or bank draft payable to the order of the Company, or has arranged for wire transfer, in payment of the subscription price therefor. Capitalized terms used herein have the meanings set forth in the within Warrant Certificate.
  
 The undersigned hereby acknowledges that the following legends will be placed on the confirmation of registration/certificates representing the Shares being acquired upon exercise of the Warrants:
  
 “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 U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN COMPLIANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED THAT THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY.”
  
 In connection with the exercise of the Warrant and issuance of the Shares, the undersigned represents and warrants as follows:
  
 	  
	 (a) 
	Purchase for Own Account. The undersigned is acquiring the Shares as principal for his, her or its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the U.S. Securities Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the U.S. Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the U.S. Securities Act or any applicable state securities law (this representation and warranty not limiting Holder’s right to sell such Warrant Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).
	  
	  
	  

	  
	 (b) 
	Status. The undersigned is, either: (i) an “accredited investor” as defined in Rule 501(a) under the U.S. Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the U.S. Securities Act. 
	  
	  
	  

	  
	 (c) 
	Experience. The undersigned, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The undersigned is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment
	  
	  
	  

	  
	 (d) 
	Access to Information. The undersigned has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

   
 	 
	25
	

	 

     
 	  
	 (e) 
	Restricted Securities. The undersigned 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 the Shares to it are being made in reliance upon the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws. Holder understands and acknowledges that the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and agrees that if it decides to offer, sell, pledge or otherwise transfer any of the Securities, it will not offer, sell, pledge or otherwise transfer any of such securities, directly or indirectly, unless the transfer is unless pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an available exemption from, or in compliance with an exemption from the registration requirements under the U.S. Securities Act provided that the undersigned has, prior to such transfer, furnished to the Company an opinion of counsel in a form satisfactory to the Company.
	  
	  
	  

	  
		 Except as provided in the Subscription Agreement between the Company and the Holder dated as of the date of the Warrant Certificate, the undersigned understands that the Company is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Shares in the United States, and acknowledges that there are substantial restrictions on the transferability of the Shares and that it may not be possible for the undersigned to readily liquidate his, her or its investment in the case of an emergency at any time.

	  
	  
	  

	  
	 (f) 
	Consent. The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer set forth and described herein.
	  
	  
	  

	  
	 (g) 
	General Solicitation. The undersigned is not purchasing the Shares as a result of any “directed selling efforts” (as defined in Regulation S) or any “general solicitation” or “general advertising” (as defined in Regulation D under the U.S. Securities Act), including any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of the undersigned, any other general solicitation or general advertisement.

  
 DATED this day of _________ , 20_____ .
  
 	 	 NAME:
	  

	 	 Signature:
	  

	 	 Address:
	  


   
 	 ☐
	 Please check box if these share certificates are to be delivered at the office where this Warrant Certificate is surrendered, failing which the confirmation of registration for the Shares will be mailed to the subscriber at the address set out above.


  
 If any Warrants represented by the within Warrant Certificate are not being exercised, a new Warrant Certificate bearing the same legends as the within Warrant Certificate will be issued and delivered with the confirmation of registration for the Shares.
   
 	 
	26
	

	 

   
 SCHEDULE “B”
  
 TRANSFER FORM
   
 	 For value received, the undersigned hereby sells, transfers and assigns 

	 unto __________________________________________________________________

	  
	 (please print name of transferee)
	  

	 of
	  
	  

	  
	  
	  

	  
	  
	  

	  
	 (please print address of transferee)
	  

	  
	  
	  

	 __________________________________________________________ Warrants represented

	 (please insert number of Warrants to be transferred) by the within certificate.

	  
	  

	 DATED this ___ day of ________________, 20___.


  
 	  
	  

	  
	 NOTICE: THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER


   
 	 Signature guaranteed by: 
	  
	  

	  
	 NOTICE: THE SIGNATURE OF THE TRANSFEROR SHOULD BE GUARANTEED BY A BANK, FINANCIAL INSTITUTION OR STOCK BROKER WHOSE SIGNATURE IS ACCEPTABLE TO THE COMPANY.
	  


    
 Warrants shall only be transferable in accordance with applicable laws and the resale of Warrants and Shares issuable upon exercise of Warrants may be subject to restrictions under such laws.
  
 	 
	27