| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MMNFF | Top-Up Warrant | Other | $0 | +1.57M | $0.00 | 1.57M | Mar 4, 2022 | Class B Subordinate Voting Shares | 1.57M | $0.16 | See footnotes | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares. |
| F2 | The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein). |
| F3 | The Top-Up Warrants are owned directly by Superhero Acquisition L.P. ("LP"). Superhero Acquisition Corp. ("Corp.") is the general partner of LP. MOS Holdings Inc. ("MOS") owns approximately one-third of the outstanding equity interests in Corp. S5 Holdings Limited Liability Company, which is controlled by Michael Serruya, has an 8% in LP. Accordingly, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Serruya and MOS may each be deemed a beneficial owner with respect to securities held of record by LP and has shared voting and investment power with respect to such securities. Securities reported represent the proportionate amount attributed to Mr. Serruya and MOS. |
| F4 | Each reporting person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |