Common use of Adjustment to the Purchase Price Clause in Contracts

Adjustment to the Purchase Price. (a) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar: (i) to the extent that the Final Net Debt is more or less than the Estimated Net Debt, by the amount of such surplus or deficit, (ii) to the extent that the Final Working Capital is more or less than the Estimated Working Capital, by the amount of such surplus or deficit, and (iii) to the extent that the Final Option Consideration is more or less than the Option Consideration, by the amount of such surplus or deficit (the “Purchase Price Adjustment”). (b) The Sellers and the Purchaser shall, within 5 Business Days after delivery of the Final Closing Statement, deliver to the Escrow Agent a certificate (the “Closing Certificate”) signed by both of them, certifying: (i) the Purchase Price, as adjusted; (ii) the amount by which the Purchase Price has been increased or decreased, as the case may be; (iii) the payment or payments to be made by the Escrow Agent; and (iv) such other details as may be required to permit the Escrow Agent to make the foregoing payment or payments. (c) If there is an increase in the Purchase Price or if there is no adjustment to the Purchase Price: (i) the Sellers and the Purchaser shall jointly instruct the Escrow Agent to pay the Escrow Adjustment Amount to the Sellers, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Purchaser shall pay to the Sellers the amount, if any, by which the increased Purchase Price exceeds the original Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (d) If there is a decrease in the Purchase Price, and such decrease is less than or equal to the Escrow Adjustment Amount: (i) the Escrow Agent shall pay to the Sellers an amount equal to the difference between the Escrow Adjustment Amount and the amount that is the decrease in the Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Escrow Agent shall pay to the Purchaser the remaining Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (e) If there is a decrease in the Purchase Price and the decrease is greater than the Escrow Adjustment Amount: (i) the Escrow Agent shall pay to the Purchaser the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Sellers shall pay to the Purchaser an amount equal to the difference between the decrease in the Purchase Price and the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (f) Any interest or other amounts earned on the Escrow Adjustment Amount during the time it is held by the Escrow Agent shall be paid pro rata to the Sellers or the Purchaser, as the case may be, based on their respective entitlements to the Escrow Adjustment Amount. (g) The determination and adjustment of the Purchase Price in accordance with the provisions of this Section 2.7 do not limit or affect any other rights or causes of action which either the Purchaser or the Sellers may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.

Adjustment to the Purchase Price. (a) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar: If (i) to at Internalization the extent that actual number of Special OP Units (the Final Net Debt “Actual Internalization Consideration”) received by the Company or its successors in interest is more or less than the Estimated Net Debt, by Minimum Internalization Consideration (the amount of such surplus or deficit, (ii) to difference in Special OP Units between the extent that Actual Internalization Consideration and the Final Working Capital is more or less than the Estimated Working Capital, by the amount of such surplus or deficit, and (iii) to the extent that the Final Option Minimum Internalization Consideration is more or less than the Option Consideration, by the amount of such surplus or deficit (referred to herein as the “Purchase Price AdjustmentConsideration Shortfall”). (b) The Sellers and such Consideration Shortfall is not the Purchaser shall, within 5 Business Days after delivery result of the Final Closing StatementCompany transferring, deliver to or the Escrow Agent a certificate (REIT or one of more of its subsidiaries or affiliates purchasing, exchanging, retiring and/or redeeming, some or all of the “Closing Certificate”) signed by both of themCompany’s direct or indirect interest in the Manager OP Units or Special OP Units as applicable, certifying: (i) the Purchase Price, as adjusted; AND (ii) the amount product of (A) thirty-five percent (35%) of the Actual Internalization Consideration multiplied by which (B) the initial offering price (such amount, the “Actual IPO Value”) plus any cash or cash equivalents received by Purchaser with respect to the Purchased SLP Interest, is less than Nine Million Six Hundred Sixty Four Thousand Two Hundred Eighty Five Dollars ($9,664,285) (the “Minimum IPO Value”), THEN the Purchase Price has been increased or decreased, as shall be reduced by an amount (the case may be; “Shortfall Amount”) equal to the difference between the Minimum IPO Value minus the Actual IPO Value (iii) the payment or payments with such Shortfall Amount not to be made by the Escrow Agent; and (iv) such other details as may be required to permit the Escrow Agent to make the foregoing payment or payments. (c) If there is an increase in the Purchase Price or if there is no adjustment to exceed the Purchase Price: ). Notwithstanding the foregoing, no Shortfall Amount will be due by the Seller in the event the product of (ix) the Sellers Actual Internalization Consideration, multiplied by (y) the highest quoted closing price on a public exchange on which the REIT’s shares are traded during the period commencing as of the Internalization and ending ninety (90) days thereafter exceeds the Purchaser Minimum IPO Value. The Seller shall jointly instruct the Escrow Agent to pay the Escrow Adjustment Amount repay to the SellersPurchasers an amount equal to the Shortfall Amount within thirty (30) days following the ninetieth (90th) day after the closing of the Internalization, and may pay such Shortfall Amount by wire transfer of immediately available fundsfunds or any stock that is traded on a major stock exchange, within including capital stock of MedMen Enterprises, Inc. (symbol: MMEN) based on the 5 Business Day period referred to in Section 2.7(b); and volume weighted average price of such stock over the five (ii5) the Purchaser shall pay trading sessions immediately prior to the Sellers date the amountShortfall Amount (the “Payment Date”) is paid and an assumed exchange rate of CAD to US published by Bloomberg on the Payment as of the end of the preceding business day. Further notwithstanding anything to the contrary contained herein, if any, by which the increased Purchase Price exceeds the original Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in this Section 2.7(b). (d4(b) If there is a decrease shall only apply in the Purchase Priceevent LCR assigns the Purchased Units and/or Purchased SLP Interest to one or more third parties. In the event LCR assigns only a portion of the Purchased Units and/or the Purchased SLP Interest to a third party, and such decrease is less than or equal to the Escrow Adjustment Amount: (i) the Escrow Agent any Shortfall Amount shall pay to the Sellers an amount equal to the difference between the Escrow Adjustment Amount and the amount that is the decrease in the Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Escrow Agent shall pay to the Purchaser the remaining Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (e) If there is a decrease in the Purchase Price and the decrease is greater than the Escrow Adjustment Amount: (i) the Escrow Agent shall pay to the Purchaser the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Sellers shall pay to the Purchaser an amount equal to the difference between the decrease in the Purchase Price and the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (f) Any interest or other amounts earned on the Escrow Adjustment Amount during the time it is held be proportionately reduced by the Escrow Agent Purchased Units and/or the Purchased SLP Interest retained or redeemed by LCR or is affiliates. For clarity, no Shortfall Amount shall be paid pro rata to the Sellers due or the Purchaser, as the case may be, based on their respective entitlements to the Escrow Adjustment Amount. (g) The determination and adjustment of the Purchase Price in accordance with the provisions of payable under this Section 2.7 do not limit or affect any other rights or causes of action which either the Purchaser or the Sellers may have Agreement with respect to any portion of the representations, warranties, covenants and indemnities in Purchased Units and/or Purchased SLP Interest retained and/or redeemed by LCR or its favour contained in this Agreementaffiliates.

Adjustment to the Purchase Price. (a) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar: If (i) to at Internalization the extent that actual number of Special OP Units (the Final Net Debt “Actual Internalization Consideration”) received by the Company or its successors in interest is more or less than the Estimated Net Debt, by Minimum Internalization Consideration (the amount of such surplus or deficit, (ii) to difference in Special OP Units between the extent that Actual Internalization Consideration and the Final Working Capital is more or less than the Estimated Working Capital, by the amount of such surplus or deficit, and (iii) to the extent that the Final Option Minimum Internalization Consideration is more or less than the Option Consideration, by the amount of such surplus or deficit (referred to herein as the “Purchase Price AdjustmentConsideration Shortfall”). (b) The Sellers and such Consideration Shortfall is not the Purchaser shall, within 5 Business Days after delivery result of the Final Closing StatementCompany transferring, deliver to or the Escrow Agent a certificate (REIT or one of more of its subsidiaries or affiliates purchasing, exchanging, retiring and/or redeeming, some or all of the “Closing Certificate”) signed by both of themCompany’s direct or indirect interest in the Manager OP Units or Special OP Units as applicable, certifying: (i) the Purchase Price, as adjusted; AND (ii) the amount product of (A) thirty-five percent (35%) of the Actual Internalization Consideration multiplied by which (B) the initial offering price (such amount, the“Actual IPO Value”) plus any cash or cash equivalents received by Purchaser with respect to the Purchased SLP Interest, is less than $12,300,000 (the “Minimum IPO Value”), THEN the Purchase Price has been increased or decreased, as shall be reduced by an amount (the case may be; “Shortfall Amount”) equal to the difference between the Minimum IPO Value minus the Actual IPO Value (iii) the payment or payments with such Shortfall Amount not to be made by the Escrow Agent; and (iv) such other details as may be required to permit the Escrow Agent to make the foregoing payment or payments. (c) If there is an increase in the Purchase Price or if there is no adjustment to exceed the Purchase Price: ). Notwithstanding the foregoing, no Shortfall Amount will be due by the Seller in the event the product of (ix) the Sellers Actual Internalization Consideration, multiplied by (y) the highest quoted closing price on a public exchange on which the REIT’s shares are traded during the period commencing as of the Internalization and ending ninety (90) days thereafter exceeds the Purchaser Minimum IPO Value. The Seller shall jointly instruct the Escrow Agent to pay the Escrow Adjustment Amount repay to the SellersPurchasers an amount equal to the Shortfall Amount within thirty (30) days following the ninetieth (90th) day after the closing of the Internalization, and may pay such Shortfall Amount by wire transfer of immediately available fundsfunds or any stock that is traded on a major stock exchange, within including capital stock of MedMen Enterprises, Inc. (symbol: MMEN) based on the 5 Business Day period referred to in Section 2.7(b); and volume weighted average price of such stock over the five (ii5) the Purchaser shall pay trading sessions immediately prior to the Sellers date the amountShortfall Amount (the “Payment Date”) is paid and an assumed exchange rate of CAD to US published by Bloomberg on the Payment as of the end of the preceding business day. Further notwithstanding anything to the contrary contained herein, if any, by which the increased Purchase Price exceeds the original Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in this Section 2.7(b). (d4(b) If there is a decrease shall only apply in the Purchase Priceevent LCR assigns the Purchased Units and/or Purchased SLP Interest to one or more third parties. In the event LCR assigns only a portion of the Purchased Units and/or the Purchased SLP Interest to a third party, and such decrease is less than or equal to the Escrow Adjustment Amount: (i) the Escrow Agent any Shortfall Amount shall pay to the Sellers an amount equal to the difference between the Escrow Adjustment Amount and the amount that is the decrease in the Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Escrow Agent shall pay to the Purchaser the remaining Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (e) If there is a decrease in the Purchase Price and the decrease is greater than the Escrow Adjustment Amount: (i) the Escrow Agent shall pay to the Purchaser the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Sellers shall pay to the Purchaser an amount equal to the difference between the decrease in the Purchase Price and the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (f) Any interest or other amounts earned on the Escrow Adjustment Amount during the time it is held be proportionately reduced by the Escrow Agent Purchased Units and/or the Purchased SLP Interest retained or redeemed by LCR or is affiliates. For clarity, no Shortfall Amount shall be paid pro rata to the Sellers due or the Purchaser, as the case may be, based on their respective entitlements to the Escrow Adjustment Amount. (g) The determination and adjustment of the Purchase Price in accordance with the provisions of payable under this Section 2.7 do not limit or affect any other rights or causes of action which either the Purchaser or the Sellers may have Agreement with respect to any portion of the representations, warranties, covenants and indemnities in Purchased Units and/or Purchased SLP Interest retained and/or redeemed by LCR or its favour contained in this Agreementaffiliates.

Adjustment to the Purchase Price. (a) The Purchase Price will be increased or decreasedIf any Installment shall have been paid by the Buyer, as and Kolangon shall have failed to obtain all Required Permits on the case may be, dollar-for-dollarAdjustment Date: (i) to in respect of any one or more of the extent that the Final Net Debt is more or less cities listed in Exhibit 3 (other than the Estimated Net Debtcities of Krasnoyarsk, Kazan, Nizhni Novgorod, Ufa and Novosibirsk), then the Purchase Price shall be decreased by the amount of USD four hundred six thousand six hundred sixty-seven ($406,667) for each such surplus or deficit, (ii) to the extent that the Final Working Capital is more or less than the Estimated Working Capital, by the amount of such surplus or deficit, and (iii) to the extent that the Final Option Consideration is more or less than the Option Consideration, by the amount of such surplus or deficit (the “Purchase Price Adjustment”). (b) The Sellers and the Purchaser shall, within 5 Business Days after delivery of the Final Closing Statement, deliver to the Escrow Agent a certificate (the “Closing Certificate”) signed by both of them, certifying: (i) the Purchase Price, as adjusted; (ii) the amount by which the Purchase Price has been increased or decreased, as the case may be; (iii) the payment or payments to be made by the Escrow Agent; and (iv) such other details as may be required to permit the Escrow Agent to make the foregoing payment or payments. (c) If there is an increase in the Purchase Price or if there is no adjustment to the Purchase Price: (i) the Sellers and the Purchaser shall jointly instruct the Escrow Agent to pay the Escrow Adjustment Amount to the Sellers, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b)city; and (ii) in respect of any one or more of the Purchaser shall pay to cities of Krasnoyarsk, Kazan, Nizhni Novgorod, Ufa and Novosibirsk, then the Sellers the amount, if any, by which the increased Purchase Price exceeds shall be decreased by the original amount of USD one million ($1,000,000) for each such city (the aggregate amount so determined on the Adjustment Date is the “Adjustment Amount”), then the Purchase Price, Price shall be decreased by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b)Adjustment Amount. (db) If there is a decrease in Within ten (10) Business Days following the Purchase PriceAdjustment Date, and such decrease is less than Seller shall confirm to Buyer that Kolangon or equal the relevant Kolangon Subsidiaries, as applicable has obtained the Required Permits for the cities listed on Exhibit 3 hereto or, if the Seller has failed to obtain any Required Permits, then the Escrow Adjustment AmountSeller shall: (i) the Escrow Agent shall pay to the Sellers an amount equal to Buyer the difference between the Escrow Adjustment Amount and within thirty (30) days following the amount that is the decrease in the Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred Adjustment Date pursuant to in Section 2.7(b)2.3(a) above; andor (ii) deliver to the Escrow Agent Buyer a written notice of commencement of the actions necessary to determine the Fair Value of the Seller’s Shares pursuant to the Share Option Agreement. After determination of the Fair Value of the Seller’s Shares, Seller shall be entitled (in its sole discretion) to either : (1) pay to the Purchaser Buyer the remaining Escrow Adjustment Amount within 10 days following the determination of the Fair Value of the Seller’s Shares, or (2) discharge its obligations to pay the Adjustment Amount by transferring to the Buyer full title to the relevant number of the Seller’s Shares (free and clear of any Liens other than Permitted Liens referred to in paragraph (ii) of the definition of the Permitted Lien). with the aggregate Fair Value equal to the amount of the Adjustment Amount, by wire transfer of immediately available fundsprovided that where such Fair Value shall be below the Adjustment Amount due, within the 5 Business Day period referred to Seller shall forthwith (but in Section 2.7(b). (eany event on demand) If there is a decrease in pay the Purchase Price and the decrease is greater than the Escrow Adjustment Amount: (i) the Escrow Agent shall pay balance to the Purchaser the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Sellers shall pay to the Purchaser an amount equal to the difference between the decrease in the Purchase Price and the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b)Buyer. (f) Any interest or other amounts earned on the Escrow Adjustment Amount during the time it is held by the Escrow Agent shall be paid pro rata to the Sellers or the Purchaser, as the case may be, based on their respective entitlements to the Escrow Adjustment Amount. (g) The determination and adjustment of the Purchase Price in accordance with the provisions of this Section 2.7 do not limit or affect any other rights or causes of action which either the Purchaser or the Sellers may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.