Exhibit 10.24


 


Execution Version


 


 


 


 


S5 HOLDINGS LLC


  


 


AND


 


  


MEDMEN ENTERPRISES INC.


 


 


 


 





 



  


BOARD NOMINATION RIGHTS AGREEMENT


  





 



 


 


 


DATED AS OF AUGUST 17, 2021


 





 


 


 


 


 






     


     


    

 


Table
of Contents


 


	ARTICLE
    1	INTERPRETATION	1
	1.1	Definitions	1
	1.2	Rules
    of Construction	2
	1.3	Governing
    Law	3
	1.4	Severability	3
	1.5	Time
    of Essence	3
	1.6	Entire
    Agreement	3
	ARTICLE
    2	BOARD
    REPRESENTATION	4
	2.1	Serruya
    Nominee	4
	ARTICLE
    3	MISCELLANEOUS	6
	3.1	Termination	6
	3.2	Notices	6
	3.3	Consent	6
	3.4	Execution
    in Counterpart	6
	3.5	Amendment
    and Waiver	7
	3.6	Assignment	7



 






     


     


    

 





BOARD NOMINATION RIGHTS AGREEMENT


 


THIS AGREEMENT dated as of the 17th day of
August, 2021,


 


BETWEEN:


 


MEDMEN ENTERPRISES INC., a corporation existing under the laws
of the Province of British Columbia


 


(the “Corporation”)


 


- and -


 


S5 HOLDINGS LLC, a limited liability company existing under
the laws of the State of Delaware


 


(“Serruya”).


 


RECITALS:


 


		A.	Serruya has participated in a unit offering of the Corporation completed as of the date hereof and entered
into certain other transactions pursuant to which it has acquired certain additional securities in the capital of the Corporation.



 


		B.	Serruya is indirectly wholly owned and controlled and directed by Michael Serruya.



 


		C.	In connection with Serruya’s participation in such offering of the Corporation and transactions,
the parties hereto have agreed to enter into this agreement to grant certain rights which are set out herein to Serruya, on the terms
and subject to the conditions set out herein.



 


NOW THEREFORE this agreement witnesses that
in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration
(the receipt, sufficiency and adequacy of which is hereby acknowledged), the parties hereto agree as follows:


 


Article
1

INTERPRETATION


 


		1.1	Definitions



 


For the purposes of this agreement, unless the context
otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall
have corresponding meanings:


 


		(a)	“Affiliate” has the meaning ascribed thereto in the Securities Act (Ontario);



 


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



 


		(c)	“Board” means the board of directors of the Corporation;



 






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		(d)	“Business Day” means any day except Saturday, Sunday or a statutory or civic holiday
in the City of Toronto, Ontario, the City of Vancouver, British Columbia or City of Los Angeles, California or any other day on which
the principal banks located in Toronto, Ontario, Vancouver, British Columbia or Los Angeles, California are not open for business;



 


		(e)	“CSE” means the Canadian Securities Exchange;



 


		(f)	“person” shall be broadly interpreted and includes any individual, corporation, partnership,
joint venture, limited liability company, association or other business entity and any trust, unincorporated organization or government
or any agency or political subdivision thereof;



 


		(g)	“Serruya Nominee” has the meaning set out in Section 2.1(a);



 


		(h)	“Serruya’s Diluted Ownership Percentage” means the percentage equal to the fraction,
the numerator of which is the sum of (a) all Shares held by Serruya and its Affiliates from time to time, provided that any Shares held
by any such Affiliate of Serruya shall only be included in this determination if such Affiliate is directly or indirectly wholly owned
and controlled and directed by Michael Serruya, and (b) all securities exercisable, convertible or exchangeable into or for Shares held
by Serruya, whether or not such securities are subject to any conditions or restrictions on exercise, conversion or exchange, on an “as
converted basis”, including for purposes of (a) and (b), the Deemed Holdings (as defined below), and the denominator of which is
the sum of (c) all outstanding Shares, and (d) all outstanding securities exercisable, convertible or exchangeable into or for Shares,
whether or not such securities are subject to any conditions or restrictions on exercise, conversion or exchange, on an “as converted
basis”. For the purposes of this definition, “Deemed Holdings” shall mean such number (and type) of securities of the
Corporation held by Superhero Acquisition Corp. at the applicable time that is equal to Serruya’s proportionate equity ownership
of Superhero Acquisition Corp. at the applicable time, on an “as converted basis”.



 


		(i)	“Shares” means the Class B Subordinate Voting Shares in the capital of the Corporation;
and



 


		(j)	“subsidiary” has the meaning ascribed thereto in the Securities Act (Ontario).



 


		1.2	Rules
                                            of Construction



 


Except as may be otherwise specifically provided in
this agreement and unless the context otherwise requires, in this agreement:


 


		(a)	the terms “agreement”, “this agreement”, “the agreement”, “hereto”,
“hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this agreement
in its entirety and not to any particular provision hereof and means this agreement as amended, modified, replaced or supplemented from
time to time;



 


		(b)	references to an “Article” or “Section” followed by a number or letter refer to
the specified Article or Section to this agreement;



 






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		(c)	the division of this agreement into articles and sections and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation of this agreement;



 


		(d)	words importing the singular number only shall include the plural and vice versa and words importing the
use of any gender shall include all genders;



 


		(e)	the word “including” is deemed to mean “including without limitation”;



 


		(f)	the terms “party” and “the parties” refer to a party or the parties to this agreement;



 


		(g)	any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same
may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;



 


		(h)	any time period within which a payment is to be made or any other action is to be taken hereunder shall
be calculated excluding the day on which the period commences and including the day on which the period ends; and



 


		(i)	whenever any action is required to be taken or period of time is to expire on a day other than a Business
Day, such action shall be taken or period shall expire on the next following Business Day.



 


		1.3	Governing Law



 


This agreement shall be governed by and construed
in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of Serruya and
the Corporation hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect
to any matters arising out of this agreement.


 


		1.4	Severability



 


If any provision of this agreement or the application
of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision
or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of such provision and
the application of such provision to persons or circumstances, other than the party as to which it is held invalid, and the remainder
of this agreement, shall not be affected.


 


		1.5	Time of Essence



 


Time shall be of the essence of this agreement.


 


		1.6	Entire Agreement



 


This agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersede all prior agreements, written or oral, among the parties hereto
with respect to the subject matter hereof. There are no conditions, covenants, agreements, representations, warranties or other provisions,
express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in this agreement.


 






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Article
2

BOARD REPRESENTATION


 


		2.1	Serruya Nominee



 


		(a)	For so long as Serruya’s Diluted-Ownership Percentage is at least 9%, Serruya shall be entitled
to designate one individual to be nominated to serve as a director of the Corporation (the “Serruya Nominee”) at each
meeting of shareholders of the Corporation established by the Corporation at which directors of the Corporation are to be elected. For
the avoidance of doubt, although Serruya may have the right to nominate a Serruya Nominee, Serruya shall not be required to nominate a
Serruya Nominee.



 


		(b)	Serruya hereby designates Michael Serruya as the initial Serruya Nominee, who shall be appointed as director
of the Corporation within two Business Days following the date of this Agreement subject to the receipt by the Corporation of a consent
in writing from Michael Serruya to serve as a director of the Corporation and otherwise subject to Section 2.1(d).



 


		(c)	Serruya shall send a written notice to the Corporation setting out (i) the name, age, business address
and residential address of the Serruya Nominee, (ii) the principal occupation or employment of the Serruya Nominee, (iii) the class or
series and number of shares in the share capital of the Corporation and other securities of the Corporation or any of its Affiliates which
are controlled or which are owned beneficially or of record by the Serruya Nominee as of the record date for the meeting of shareholders
(if such date shall then have been made publicly available) and as of the date of such notice, and (iv) any other information relating
to the Serruya Nominee that would be required to be disclosed in a management proxy circular or similar document required in connection
with solicitations of proxies for election of directors pursuant to the BCBCA, applicable United States or Canadian securities laws and/or
the rules of the CSE or such other stock exchange on which the Shares are listed at the time.



 


		(d)	Serruya Nominee must consent in writing to serve as a director of the Corporation and must complete a
personal information form, or such other form as may be required by the CSE or such other stock exchange on which the Shares are listed
at such time. Serruya Nominee must be eligible to serve as a director of the Corporation pursuant to applicable corporate and securities
laws, the rules and policies of any exchange on which the Shares are listed at the time and other regulatory provisions to which the Corporation
is subject.



 


		(e)	The Corporation shall notify Serruya in writing promptly upon determining the date of any meeting of the
shareholders established by the Corporation at which directors of the Corporation are to be elected and, if Serruya desires to nominate
the Serruya Nominee, Serruya shall advise the Corporation of the name of the Serruya Nominee that Serruya is entitled to nominate pursuant
to Section 2.1(a) (as of the record date for the shareholders’ meeting) within five Business Days after receiving such notice. If
Serruya does not advise the Corporation of the Serruya Nominee within such five Business Day period, then Serruya will be deemed to have
designated the incumbent Serruya Nominee for nomination for election at the relevant meeting of the shareholders (unless Serruya otherwise
notifies the Corporation within such five Business Day period).



 






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		(f)	At each meeting of shareholders established by the Corporation at which directors of the Corporation are
to be elected, the Corporation shall cause the Serruya Nominee that Serruya is entitled to nominate pursuant to Section 2.1(a) (as of
the record date for the shareholders’ meeting) to be included in the slate of nominees proposed by the Corporation for election
as directors of the Corporation. The Corporation shall recommend that shareholders of the Corporation vote and shall solicit proxies from
shareholders in favour of the election of the Serruya Nominee. Forthwith following any meeting of shareholders of the Corporation at which
a Serruya Nominee was nominated to serve as a director but was not validly elected by the shareholders, or is required to tender their
resignation as a result of the outcome of the applicable shareholder vote, in accordance with the BCBCA, any applicable policies of the
Corporation, any applicable securities or other laws and/or any applicable rules of the CSE or such other stock exchange on which the
Shares are listed at the time, the Corporation shall take commercially reasonable steps as are available to the Corporation at the time
to appoint a Serruya Nominee to the Board who is not the same individual who was not elected at the meeting of shareholders or is required
to resign, including pursuant to the power of the Board under the BCBCA and the Corporation’s constating documents, if and as available
to the Corporation, to appoint additional directors between shareholders’ meetings or to fill a vacancy on the Board.



 


		(g)	If a Serruya Nominee ceases to hold office as a director of the Corporation for any reason (including
as a result of a resignation by the Serruya Nominee tendered pursuant to the Corporation’s constating documents), other than as
a result of Serruya no longer being entitled to nominate a Serruya Nominee pursuant to Section 2.1(a) or not being elected by shareholders
of the Corporation to serve on the Board, Serruya shall be entitled to nominate an individual to replace him or her and, subject to complying
with the obligations set forth herein with respect to any Serruya Nominee, the Corporation shall promptly take commercially reasonable
steps as are available to the Corporation at the time to appoint such individual to the Board to replace a Serruya Nominee who has ceased
to hold office, including pursuant to the power of the Board under the BCBCA and the Corporation’s constating documents, if and
as available to the Corporation, to appoint additional directors between shareholders’ meetings or to fill a vacancy on the Board.



 


		(h)	The Corporation shall pay all reasonable and documented expenses incurred by the Serruya Nominee in the
performance of his or her duties for or on behalf of the Corporation incurred as a result of the Serruya Nominee attending Board and,
as applicable, Board committee meetings, including reasonable and documented travel and accommodation expenses.



 


		(i)	The Corporation covenants and agrees with Serruya that upon the Serruya Nominee’s election or appointment
to the Board, the Corporation shall provide the Serruya Nominee an indemnity on terms at least as favourable as those provided to the
other Board members and the Corporation shall ensure that the Serruya Nominee has the benefit of any director and officer insurance policy
in effect for the Corporation, such benefits to be at least as favourable as those available to the other members of the Board.



 






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Article
3

MISCELLANEOUS


 


		3.1	Termination



 


This agreement shall terminate, and all rights and
obligations hereunder shall cease, automatically without any further act of any party hereto, at such time after the date hereof that
Serruya’s Diluted-Ownership Percentage is or becomes less than 9%. Upon termination of this agreement, no party shall have any further
obligations or liabilities hereunder; provided, that such termination shall not relieve any party from liability for any breach of this
agreement prior to such termination.


 


		3.2	Notices



 


All notices, requests, claims, demands or other communications
hereunder shall be in writing and shall be deemed given when delivered personally or by pre-paid courier, on the next Business Day when
sent by email or other like electronic transmission and on the next Business Day when sent by overnight courier, to the parties at the
following addresses (or at such other address for a party as shall be specified by like notice):


 


		(a)	If to the Corporation:



 


MedMen Enterprises Inc.





10115 Jefferson Boulevard 


Culver City, California





90232 


 


		Attention:	Tom Lynch, Chief Executive Officer



		Email:	tom.lynch@medmen.com>



 


		(b)	If to Serruya:



 


S5 Holdings LLC 


c/o Serruya Private Equity





Markham, Ontario 


L3R 8V2





Canada 


 


		Attention:	Daniel Kumer, Executive Vice President & General Counsel






		Email:	daniel@serruyaequity.com



 


		3.3	Consent



 


Serruya hereby consents to the Corporation filing
a copy of this agreement on SEDAR and/or EDGAR, if determined by the Corporation in its discretion to be required or advisable under applicable
securities laws.


 


		3.4	Execution in Counterpart



 


This agreement may be executed in one or more counterparts
(by manual or facsimile signature), each of which shall be deemed to be an original but all of which together shall constitute one and
the same instrument and receipt of a facsimile version or PDF Version of an executed signature page by a party shall constitute satisfactory
evidence of execution of this agreement by such party.


 






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		3.5	Amendment and Waiver



 


This agreement or any provision hereof may not be
amended except in writing signed by each of the parties hereto expressly so modifying such agreement or provision. The agreements set
forth in this agreement may be modified or waived only in writing by the party to whom such compliance is owed. It is further understood
and agreed that no failure or delay by either party in exercising any right, power or privilege under this agreement shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
right, power or privilege under this agreement.


 


		3.6	Assignment



 


Neither party may assign this agreement or any interests,
rights, benefits or obligations therein or thereunder without the prior written consent of the other party. For the avoidance of doubt,
the rights provided to Serruya pursuant to this agreement are unique to Serruya and will not be assigned to any other party in connection
with any assignment or other disposition by Serruya of any securities of the Corporation that it may directly or indirectly hold.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have
executed and delivered this agreement as of the date first written above.


 


	 	MEDMEN ENTERPRISES INC.
	 	 	 
	 	By:	/s/ Reece Fulgham
	 		Name: Reece
    Fulgham
	 		Title: Chief
    Financial Officer
	 	 	 
	 	S5 HOLDINGS LLC
	 	 	 
	 	By: 	/s/ Michael Serruya
	 		Name: Michael
    Serruya
	 		Title: A.S.O.


 


 


[Signature Page to Board Nomination Rights Agreement]


 






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