TRANSFER OF MEMBERSHIP INTEREST AGREEMENT
This Transfer of Membership Interest Agreement (“Agreement”) is made as of April 6, 2022 (“Effective Date”), by and between Nevada Guardian Services LLC (“NGS”), a Nevada limited liability company; STIIIZY Inc. f/k/a Shryne Group Inc (“STIIIZY”), a Delaware corporation; and Authentic Fairfield LLC (“Licensee”), a California limited liability company (collectively referred to herein as the “Parties” or each as a “Party”).
RECITALS
WHEREAS, Licensee has been issued a Department of Cannabis Control Retailer License, license number C10-0001009-LIC located at 2470 Martin Road Fairfield, CA 94534.
WHEREAS, pursuant to a License Change Request submitted to the Department of Cannabis Control on September 30, 2021, Tony Huang (“Huang”) and Brian Mitchell (“Mitchell”) were removed as owners of Licensee, with their 47.48% membership interests in Licensee being aggregated and assigned to NGS.
WHEREAS, pursuant to the Second Amended and Restated Operating Agreement of Authentic Fairfield LLC dated April 6, 2022, Mitchell holds a forty percent (40%) membership interest in Licensee, Huang holds a forty percent (40%) membership interest in Licensee, with James Kim (“Kim”) owning the remaining twenty percent (20%) membership interest in Licensee.
WHEREAS, on November 22, 2024, a second License Change Request was submitted to the Department of Cannabis Control to reinstate Mitchell and Huang as owners of the Licensee.
WHEREAS, the Parties desire to document the transfer of ownership contemplated in the Second Amended and Restated Operating Agreement of Authentic Fairfield LLC wherein NGS transfers 40% of its membership interest in Licensee to Mitchell and 7.48% of its membership interest in Licensee to Huang, thus removing NGS as a member of Licensee.
WHEREAS, the Parties desire to effectuate and document the transfer of ownership contemplated in the Second Amended and Restated Operating Agreement of Authentic Fairfield LLC wherein STIIIZY transfers 32.52% membership interest in Licensee to Huang and 20% membership interest in Licensee to Kim, thus removing STIIIZY as a member of Licensee.
NOW, THEREFORE, in consideration of the mutual covenants, promises, releases, and agreements herein, the Parties hereto, for themselves and their respective subsidiaries, successors, and assignees, agree as follows:
REPRESENTATIONS AND WARRANTIES
1. Power and Authority. Each Party hereto represents and warrants that it has full power, authority, and legal right to execute, deliver, perform, and enter into this Agreement and every term thereof and they have not heretofore assigned or transferred, or purported to Docusign Envelope ID: D98F8F5C-4658-47AA-A6CC-7B8E1121CCF3
assign or transfer, to any person or entity any claim, demand, damage, debt, liability, obligation, account, cost, expense, lien, action or cause of action, or any part or portion thereof, involved or referred to herein.
2. No Assignment. Each Party represents and warrants that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity any claim, demand, damage, debt, liability, obligation, account, cost, expense, lien, action or cause of action, or any part or portion thereof, involved or referred to herein.
3. The Parties agree that the resulting ownership of Licensee after giving effect to this Agreement is:
Tony Huang – 40%
Brian Mitchell – 40%
James Kim – 20%
NGS – 0%
4. The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the legal successors, assignees, transferees, grantees and heirs of the Parties who may assume any and all of the above described capacities subsequent to the Execution Date.
5. Modification: The Parties agree that this Agreement may not be amended or modified except in a subsequent written contract signed by the Parties against whom such subsequent written contract is sought to be enforced.
6. Notice and Right to Cure: Each party shall be entitled to written notice of any default and shall have thirty (30) days from receipt of such notice to cure such defaults, prior to the exercise of any remedy provided herein. Each Party agrees to reasonably cooperate with the other Party in any and all attempts to cure any default within the default cure period.
7. Counterparts: This Agreement may be signed in counterparts and upon execution by all Parties shall constitute one original. A fax or email scanned signature shall be deemed as effective as an original ink signature.
8. Confidentiality: The Parties shall not disclose the terms of this Agreement, except under the following circumstances: (a) to the extent reasonably necessary to enforce its terms in a legal action or other proceeding brought to enforce the terms of this Agreement; (b) to the extent reasonably necessary to obtain advice from their attorneys, tax advisors, or auditors; (c) to the Parties’ employees and agents but only to the extent reasonably necessary to implement the provisions of this Agreement, and (d) to the extent reasonably necessary to comply with a court order or subpoena, or applicable law, rule, or regulation.
Docusign Envelope ID: D98F8F5C-4658-47AA-A6CC-7B8E1121CCF3
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have caused this Agreement to be effective as of the date named above.
Nevada Guardian Services LLC
By:__________________________________
Susan Hoy, Its Member-Manager
STIIIZY Inc. f/k/a Shryne Group Inc.
By:__________________________________
Tak Sato, Its President
Authentic Fairfield LLC
By:__________________________________
SGI Management LLC, Its Manager
Docusign Envelope ID: D98F8F5C-4658-47AA-A6CC-7B8E1121CCF3