250415 Item P.1_2025.04.10, LJC, Letter to Fairfield City Council and Mayor Moy

Lawrence J. Conlan
831 S TATE S TREET, S ANTA B ARBARA, C ALIFORNIA 93101-3227 LCONLAN@ CAPPELLONOEL.COM T EL (805) 564-2444 F AX (805) 965-5950 WWW.CAPPELLONOEL.COM April 10, 2025
Via Email
Mayor Catherine Moy and Fairfield City Council
1000 Webster St.

Fairfield, CA 94533

Via David Lim, Esq, City Attorney, City of Fairfield
Richards Watson Gershon
One Sansome Street, Suite 2850
San Francisco, California 94104
Email: [email protected]

Re: Mandatory revocation of preliminary awarded permit of Authentic Fairfield LLC

Dear Mayor Moy and City Councilmembers:

We submit this letter on behalf of Embarc, as further support of the City’s proposed revocation of Authentic Fairfield LLC’s preliminary award of a retail cannabis permit. This letter provides additional recently obtained information regarding Authentic’s unauthorized ownership changes.

In response to a Public Records Act request, the California Department of Cannabis Control (DCC) recently produced approximately 1,000 pages of documents concerning relevant ownership submission(s) made by Authentic Fairfield LLC. We assume the City has by now received many of the same documents, and has come to the only defensible conclusion that Authentic’s permit must be permanently revoked. Any other decision would undermine the credibility of the City and its leaders, and it would set a poor precedent suggesting that those doing business with the City may willfully mislead the City with no consequences.

A. Authentic has made substantial ownership changes at least five times without notice to or approval by the City, in violation of multiple sections of the Fairfield Municipal Code.

Authentic’s own documents that it provided to DCC prove that Authentic changed ownership at least five separate times without notifying or getting approval from the City of Fairfield. At least 88.5% of the ownership of Authentic was transferred across numerous different individuals and entities after Authentic received the City’s preliminary approval. Each of these changes, individually and in total, are violations of Fairfield Municipal Code (FMC) Chapter 10E.

April 10, 2025

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The Code requires that if a permittee seeks to change more than 51% of the original ownership from its original application, the permittee shall file an application with the City Manager and the City shall hold a public hearing to determine whether to approve or deny the application. FMC 10E.15(b). And, in the event there is no change of 51% of original ownership, the permittee is still required to notify the City Manager in writing within 10 days of the change taking effect. FMC 10E.15(c). Authentic failed to comply with these requirements, and in fact repeatedly hid its actions from the City. FMC 10E.20(b).

More specifically, it appears that Dr. Albert Mitchell, who Authentic identified to the City as a majority owner, was never listed as owner of the license in submissions to DCC. And, Brian Mitchell and Tony Huang, who were removed as owners in 2021 without notice to the City, were later added back to the license in November 2024 after the City notified Authentic that its permit may be revoked. That last transfer alone is another violation of the Code. See FMC 10E.15(d) (No commercial cannabis business permit may be transferred when the permittee has been notified that its permit has been or may be suspended or revoked.)

In reviewing the public statements made during Fairfield City Council hearings, it is clear that Authentic’s principal Mr. Sato and (apparent) principal Mr. Mitchell, as well as their counsel Ms. Phillis, were not transparent or forthcoming about Authentic’s repeated ownership changes, the reason(s) for the changes, the frequency of the changes, or the company’s efforts to revise ownership in late 2024, which was patently done to create the appearance of compliance after the City identified improper ownership transfers.

Under Chapter 10E.15, “[a] commercial cannabis business permit is nontransferable to any other person except in accordance with this section. Any attempt to transfer a commercial cannabis business permit without complying with this section shall be deemed void and is grounds for permit revocation.” The Code means what it says, its requirements are not optional, and the penalty for violation is mandatory revocation. Here, Authentic has flouted the Code’s requirements; it has attempted to conceal or convolute changes in its ownership without any application or notification, and then presented false, misleading and non-credible explanations to the City.

Based on Authentic’s own documents, and the totality of the circumstances concerning its indisputable ownership changes, and because of the clear lack of candor by Authentic’s representatives, the City must revoke Authentic’s preliminary award. See FMC section 10E.4.

B. Timeline of Authentic’s unauthorized ownership changes.

For ease of review, we prepared the below timeline of ownership changes with references to the DCC-produced documents that prove the changes initiated by Authentic without notice to or approval by the City.

Sept. 2020 Authentic’s Initial CCBP Application to the City:

Authentic applied for a Commercial Cannabis Business Permit (CCPB) in the City of Fairfield. Its application identified the owners as:

• Brian Mitchell (30%)
• Albert Mitchell (30%)

April 10, 2025

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• James Kim (11.5%)
• Tony Huang (27%)
• Jon Avidor (1.5%)

SEE EXHIBIT 1

June 2021 Authentic Awarded CCBP:

Authentic Fairfield was awarded a CCBP entitlement via Resolution 2021- 143 with the above city-approved owners.

Aug. 2021

Ownership
Change
Compared to
CCBP Award:
30%

Cumulative
Individual
Ownership
Change: 30%

First Ownership Change of Authentic Fairfield LLC Violating Fairfield Municipal Code:

In contrast to the ownership structure communicated to the City, Authentic’s State application to DCC did not include Albert Mitchell as an owner.

More concerning, and despite Brian Mitchell representing to Mayor Moy that Albert Mitchell was removed after his passing, Albert was never in fact included on Authentic’s original operating agreement nor was he disclosed to the DCC as an owner in the initial license application to the DCC submitted on August 27, 2021 - six months before his death.

SEE EXHIBITS 2, 3, 4, and 5

Oct. 2021

Ownership
Change
Compared to
CCBP Award:
57%

Cumulative
Individual
Ownership
Change: 87%

Second Ownership Change Removing Tony Huang and Brian Mitchell Violating Fairfield Municipal Code (Prior to DCC License Issuance):

After public media reports announcing the resignations of both Brian Mitchell and Tony Huang, Authentic changed its ownership again when it submitted a Form 27 ownership change and letter to the DCC. In this ownership change, which does not appear to have been provided to the City, Authentic:

• Removed Tony Huang and Brian Mitchell as owners
• Added Raquel Origel, Takayuki Sato, CJA Nevada LLC, and ZAN Nevada LLC as owners

This means that 87% of the original ownership had changed hands without ever seeking or receiving approval from the City of Fairfield.

Additionally, the change includes a number of shareholders who were never disclosed to the City.

SEE EXHIBIT 6

Feb. 2022 Inaccurate Statement to Mayor Moy:

Based on the attached statement from Mayor Moy, at the time when Authentic had already transferred 87% of the original license to parties that were never disclosed to, or approved by the City, Brian Mitchell attests to Mayor Moy

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that Albert Mitchell was a “major partner in Authentic's Fairfield Venture” but was removed from the license due to his passing away.

This statement is patently false as Albert Mitchell could not be “removed” from ownership disclosure documents to DCC because he was never included on them in the first place, per the initial ownership filing to the DCC in September 2021.

SEE EXHIBIT 2

April 2022
DCC Issued
License
On April 12, 2022, The DCC issued a C10 Retail license to Authentic with the following owners:
o Raquel Origel (new owner, removed on January 27, 2023) o Takayuki Sato (new owner)
o James Kim (original owner)
o Susan Hoy (new owner, removed on February 27, 2025)
o Jonathan Avidor (original owner, removed on January 27, 2023)

Aside from James Kim and Jon Avidor, none of the people who were listed on the original CCBP application were named on the license, meaning that 87% of the original equity in the business had been changed without notifying the City.

SEE EXHIBIT 3

Jan. 2023

Cumulative
Individual
Ownership
Change to
Date: 88.5%

Third Ownership Change Violating Fairfield Municipal Code:

Authentic changes its ownership for a third time without notifying the City when Authentic Fairfield submitted a Form 27 ownership change to the DCC.

In this ownership change, Authentic:

• Removes John Avidor and Raquel Origel as owners
• Adds Gregory Fink as an owner

SEE EXHIBIT 7

July 2023 City Contacted Authentic Regarding Status:

In July 2023, City staff contacted Authentic to inquire about the status of the CCBP. Authentic shared that they were contemplating moving the permit, which is not allowed by ordinance. Authentic did not share with the City that they had transferred at least 88.5% of their ownership through several unpermitted transfers as substantiated above.

SEE EXHIBIT 8

April 10, 2025

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April 2024

Fourth Ownership Change Violating Fairfield Municipal Code:

Authentic changes its ownership yet again without notifying the City when Authentic Fairfield submitted a Form 27 ownership change to the DCC. In this ownership change, Authentic:
• Removes Gregory Fink as an owner
• Changes the underlying holding company that owns the license from the Shryne Group, Inc. to Stiiizy Inc.

SEE EXHIBIT 9

Oct. 2024 City Ordinance Amendment:

The City of Fairfield updated its ordinance to allow for permits that were not exercised to be rescinded. The ordinance also cleaned up other technical aspects of the cannabis program.

Nov. 2024

Belated Fifth Ownership Change Covering Authentic’s Tracks Violating Fairfield Municipal Code:

The City discovered that DCC’s public website does not reflect the owners disclosed to the City in Authentic Fairfield’s application. Authentic Fairfield representatives denied that any unauthorized ownership changes occurred and asserted that the DCC website is simply mistaken.

Then, presumably in response to the notification that the City was aware of the ownership changes, Authentic again changed its ownership by way of a Form 27 submission to the DCC without notifying the City.

Notably, Ms. Phillis provided the DCC an Amended and Restated Operating Agreement showing Albert Mitchell as one of several members (owners) matching the exact ownership in Authentic’s City application (shown in Exhibit 1). However, this Amended and Restated Operating Agreement is different than the Amended and Restated Operating Agreement provided by the DCC on April 9, 2025 (seen in Exhibit 5) which showed a single member, SGI Retail LLC, owing 100% of the license.

It is an open question how a different version of Authentic’s Amended and Restated Operating Agreement mysteriously surfaced in November 2024 conflicting with a previous Amended and Restated Operating Agreement submitted by Authentic to the DCC.

In an apparent attempt to make it seem as if their ownership had never changed, in this latest ownership change, Authentic adds Brian Mitchell and Tony Huang back as owners.

SEE EXHIBIT 10

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Dec. 3, 2024 City Council Meeting
In a City Council meeting to discuss the resolution to rescind Authentic Fairfield’s preliminary award, Authentic representatives state that no ownership changes were made. Below are the statements made by Authentic’s representatives at this meeting:

Tak Sato: “We did not have any new owners. What happened was unfortunately, Albert Mitchell, who owned thirty percent of the entity passed away in 2022 and Jon Avidor, who was an employee at the time, was let go and his 1.5% was also given back to the company. The three remaining owners were the same three listed on the application. We do not have a single new owner... we were pretty surprised when we found out about the DCC website. We contacted them immediately and submitted- and notified them that it was incorrect”

Nicole Phillis, Esq.: “Authentic has a strong and cogent explanation for its ownership structure. There are no new owners. It’s not as if an owner was substituted in, or a new owner, did not, for example, complete background checks or screening procedures that are contemplated under the City Code, which are the reason these ownership requirements are included in the first place. There was an owner who died, and an owner who left the company, and their ownership interests were simply redistributed.”

Brian Mitchell: “My name is Brian Mitchell, I’m one of the owners and I don’t think my name is on the state portal. My dad was also an owner.

Unfortunately, he passed away about 6 months after the license was approved and that was really the only significant change that happened. I’m still a significant owner of the business, everything is the same other than Jon Avidor, who was a very small owner, he was let go and my dad passed away… I’m an owner of every single location we own.”

The documents produced by DCC prove that these statements are inaccurate and misleading.

Mar. 4, 2025 City Council Meeting:

On March 4, 2025, City Council heard public comment and agreed to a continuance to March 18, 2025.

In a letter to the City dated February 27, 2025, Ms. Phillis stated:
“Here, there has been no change in ownership, let alone a ‘substantial one.’ Authentic does not have any new owners, or owners beyond the ones listed in its original application. There also has not been any substantial change in ownership that necessitates a public hearing in front of City Council.”

The letter goes on to say that:
“On February 10, 2022, one of the original owners, Albert Mitchell, passed away and his 30% equity was returned to the company. In May 2022, Jon

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Avidor’s employment with the company was terminated and returned his equity to the company. The remaining owners of Authentic had their equity increased proportionately by the equity returned to Authentic by Albert Mitchell’s death and Jon Avidor’s termination of employment, such that the resulting ownership became:

1. Brian Mitchell - 40%

2. James Kim - 20%

3. Tony Huang - 20%

The letter asserts that “no new owner has been added to Authentic. There has also not been a ‘substantial change’ in equity ownership.”.

The documents produced by DCC prove that the statements in this letter are inaccurate and misleading.

SEE EXHIBIT 11

C. Authentic’s preliminarily awarded permit must be revoked.

There is no question that Authentic has violated the ordinance by changing at least 88.5% of its ownership without notifying the City. Nor is there any legitimate dispute that Authentic and its representatives have not been truthful and have attempted to mislead the City on numerous occasions.

As a matter of fairness for all licensees, and to uphold the intent of the original merit-based process to select the best possible dispensary operators for the City, the Code requires a license to be revoked for an unpermitted transfer of more than 50%. In this case far more than 50% was transferred, as evidenced by documents submitted to the state regulatory authority by Authentic.

To ensure fairness for all business, and to ensure that businesses dealing with the City are transparent, the City must revoke Authentic’s preliminary award.

Respectfully,
Lawrence J. Conlan

Cc: David Lim, Esq.

City Attorney, City of Fairfield

EXHIBIT 1

AUTHENTIC FAIRFIELD'S INITIAL APPLICATION OWNERSHIP

EXHIBIT 2

BRIAN MITCHELL STATEMENT TO MAYOR MOY

1 Beavers, Esther
From:David G. Lim
Sent:Thursday, March 13, 2025 3:41 PM
To:Beavers, Esther; Rees, Karen
Cc:Gassaway, David; Zellers, David
Subject:FW: Info. For public on contacts with cannabis dealers Follow Up Flag:Follow up
Flag Status:Flagged
Hi Esther,
Please add email below to public comment for March 18 meeƟng under AuthenƟc. Thanks! David G. Lim (He/Him/His)
Fairfield City AƩorney

RICHARDS WATSON GERSHON
One Sansome Street, Suite 2850
San Francisco, California 94104
T: 415.421.8484
E: [email protected]
W: rwglaw.com
-----Original Message-----
From: Moy, Catherine
Sent: Thursday, March 13, 2025 3:36 PM
To: David G. Lim
Subject: Info. For public on contacts with cannabis dealers SummaƟon of contacts and informaƟon relaƟng to AuthenƟc license:

My colleagues and the public should know that former AuthenƟc CEO and major owner Brian Mitchell told me, as (Councilwoman), and late Mayor Harry Price of his father’s passing and a change in ownership due to it. His father, Dr.

Albert Mitchell, was a major partner in AuthenƟc’s Fairfield venture.

NoƟficaƟon was made soon aŌer Dr. Mitchell’s death on February 10, 2022.

I did tell the city manager, but took no other acƟon. I don’t know what Mayor Price did with the informaƟon.

In the past month or so, I have had mulƟple conversaƟons with Jim Inglebright of BrightSpot, and Brian Mitchell of AuthenƟc.

Neither of them asked me to take or oppose any acƟon. Both wanted clarificaƟon on Ɵming of hearings and generally reiterated what their lawyers outlined in leƩers that are already public.

2 Brian Mitchell told me he had tried to contact Councilman Manveer Sandhu but hadn’t heard from him. I offered to pass that informaƟon on to Councilman Sandhu and I did.

Faithfully Leading Fairfield,
Catherine “Cat” Moy
Mayor, City of Fairfield
[email protected]

EXHIBIT 3
APRIL 8, 2025 EMAIL FROM DCC CONFIRMING

ORIGINAL OWNERS OF AUTHENTIC FAIRFIELD LLC

From: Gardner, Sara@Cannabis
Sent: Tuesday, April 8, 2025 11:38:26 AM
To: Lawrence J. Conlan
Cc: Mandy Moua
Subject: RE: Public Records Act request re Authentic Fairfield, LLC Hi Lawrence,
Attached is a copy of Authentic Fairfield LLC’s Operating Agreements, which includes membership information you requested.

Based on the Department’s review of the licensing system, Application number C10-21- 0000173-APP was submitted on August 27, 2021 and Provisional License number C10- 0001009-LIC was issued on April 12, 2022. At the time of Provisional License issuance, the five owners were:

Raquel Origel (removed on January 27, 2023)
Takayuki Sato (still an owner)
James Kim (still an owner)
Susan Hoy (removed on February 27, 2025)
Jonathan Avidor (removed on January 27, 2023)
Best,
Sara Gardner
Assistant Chief Counsel
Legal Affairs Division
Integrity • Fairness • Innovation • Knowledge • Collaboration • Support From: Lawrence J. Conlan
Sent: Tuesday, April 8, 2025 10:21 AM
To: Gardner, Sara@Cannabis
Cc: Mandy Moua
Subject: RE: Public Records Act request re Authentic Fairfield, LLC Hi Sara,
Are you able to confirm whether these documents will be released before EOD Wednesday? We have a deadline we are up against, and it would be helpful to know if we need to make separate arrangements.

Although we do hope that we can timely receive these documents, if nothing else, we would like the Department's confirmation that:

Authentic Fairfield LLC's initial application to the Department did not contain any indication that an individual named Albert Mitchell was owner of the license; and Prior to November 2024, Authentic Fairfield LLC did not submit any documents to the Department containing the name "Albert Mitchell".

Thank you,
Larry
Lawrence J. Conlan | Cappello & Noël LLP
831 State Street | Santa Barbara, CA 93101
Tel: 805.564.2444 | [email protected]

EXHIBIT 4

AUTHENTIC FAIRFIELD LLC'S FIRST OWNERSHIP
CHANGE

ORIGINAL OPERATING AGREEMENT SUBMITTED TO
DCC SHOWING 100% OWNERSHIP BY SGI RETAIL LLC
&

NO INDIVIDUAL OWNERS

OPERATING AGREEMENT OF

AUTHENTIC FAIRFIELD LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

5.Members.
c.Sole Member. The Member owns 100% of the membership interests of the Company.

The name and the business, residence, or mailing address of the Member are as follows:

SGI RETAIL LLC; Business address: 728 E Commercial St., Los Angeles, CA 90012.

EXHIBIT 5

AUTHENTIC FAIRFIELD LLC'S AMENDED AND

RESTATED OPERATING AGREEMENT SUBMITTED TO
DCC SHOWING 100% OWNERSHIP BY SGI RETAIL LLC
&

NO INDIVIDUAL OWNERS

AMENDED AND RESTATED

OPERATING AGREEMENT OF

AUTHENTIC FAIRFIELD LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

5. Members.

c. Sole Member. The Member owns 100% of the membership interests of the Company. The name and the business, residence, or mailing address of the Member are as follows: SGI Retail LLC.; Business address: 728 E. Commercial St. Los Angeles, CA 90012.

EXHIBIT 6

AUTHENTIC FAIRFIELD'S SECOND DCC OWNERSHIP

CHANGE REMOVING BRIAN MITCHELL AND TONY
HUANG

1 Notifications and Requests to Modify a License
DCC-LIC-027 (Amended 9/21)
Form DCC-LIC-027 (Amended 9/21)
State of California, Department of Cannabis Control
Licensee Notification and Request Form
Notifications and Requests to Modify a License
This form is for use by licensees who need to provide a notification to the Department or request approval from the Department, as required under the regulations. Directions for completing the form and providing supporting documents can be found below under Form Instructions.

Licensee Name:

License Number:

License Expiration Date:

Email a completed copy of this form and supporting documents to [email protected] to update any of the following:

Labor Peace Agreement - § 15023(b)
Change in Ownership - § 15023(c)
Change in Financial Interest Holders - § 15023(d)
Change in Contact Information - § 15023(e)(1)
Change in Legal Name of Owner or Legal Business Name - § 15023(e)(2) Change in Business Trade Name/“Doing Business As” (DBA) or Fictitious Business Name (FBN) - § 15023(e)(3)
Change in Bond - § 15023(e)(4)
Add A or M Designation (excluding cultivators) - § 15023(f) Microbusiness: Add or Remove an Activity - § 15023(g)
Death, Incapacity, Receivership, Assignment of Creditors, or Other Event Rendering an Owner Incapable - § 15024(a)
Authentic Fairfield LLC
C10-21-0000173-APP
N/A

2 Notifications and Requests to Modify a License
DCC-LIC-027 (Amended 9/21)
Physical Modification of Premises (excluding cultivators) - § 15027 Criminal Conviction of Any Owner - § 15035(a)
Civil Penalty or Judgement Against Licensee or Any Owner - § 15035(b) Administrative Order or Civil Judgement for Violation of Labor Standards - § 15035(c) Revocation of a Local License, Permit, or Other Authorization - § 15035(d) Us space below for additional information, as needed.

Disclosures
Mandatory Submission
Submission of the requested information is mandatory unless otherwise noted in regulation.

Failure to provide any of the required information may result in disciplinary action.

1. Change in Contact Information.
- Please change the Owner Applicant to: Jon Avidor, ( [email protected] - Please change the Primary Contact to: Eric Lightman, ( [email protected]. - Please remove Brian Mitchell and/or Tony Huang, as applicable, as contacts for the license.

2. Change in Ownership. See attachment.

1 October 4, 2021
Department of Cannabis Control
2920 Kilgore Road
Rancho Cordova, CA 95670
[email protected]
RE: Summary of Corporate Changes at Shryne Group, Inc.; Approval Requests for Certain Changes in Ownership for the Licensed Subsidiaries of Shryne Group, Inc.

Greetings:

We write to the Department of Cannabis Control (“DCC”) to summarize certain corporate changes to Shryne Group, Inc. (“Shryne”) and request approval for certain changes in Ownership (as defined by 4 CCR § 15003(b), (c)) for certain Shryne subsidiary entities holding retail, microbusiness, and distribution licenses (“Licensed Subsidiaries” and each a “Licensed Subsidiary”). All such impacted Licensed Subsidiaries are listed below in Attachment A, Schedule of Licensed Subsidiaries. Shryne will separately apply for ownership changes to the cultivation and manufacturing licenses of its licensed subsidiaries, pursuant to DCC’s current rules and procedures.

In the interest of transparency and ease of processing, we describe below the nature of the corporate changes to Shryne and include supporting documentation for those changes. Additionally, we include with this correspondence a DCC-LIC-027 (“Change Request”) for each Licensed Subsidiary itemizing the specific ownership changes requested for that specific Licensed Subsidiary.

Please note all of the following changes were ratified by Shryne on September 21, 2021. See Attachment B – Unanimous Written Consent of the Board of Directors of Shryne Group, Inc. (Appointing Directors and Officers), dated September 21, 2021 (“Omnibus Board Consent #1”); and Attachment C – Unanimous Written Consent of the Board of Directors of Shryne Group, Inc. (Approving Transfers), dated September 21, 2021 (“Omnibus Board Consent #2”). Also attached hereto is an updated capitalization table of Shryne, alongside a schedule of its officers and directors. Attachment T- CEO-Certified Capitalization Table of Shryne Group, Inc., and Schedule of Officers and Directors, dated September 24, 2021.

A.Mr. Brian Mitchell is no longer an Owner of Shryne or any Licensed Subsidiary. Mr. Mitchell therefore should be removed as an Owner from each Licensed Subsidiary.

Effective September 2, 2021, Mr. Mitchell resigned from his role as a director, officer, and manager of Shryne. See Attachment B – Omnibus Board Consent #1, Exhibit B - Resignation Letter of Brian Mitchell, dated September 2, 2021. Effective July 8, 2021, Mr. Mitchell has transferred certain shares held in Shryne to other parties; specifically, Mr. Mitchell transferred a portion of his holdings of Shryne stock to Blue Mountain Holdings, and effective July 8, 2021 transferred an additional portion of his shares in Shryne was transferred to trusts BM GRAT 1 and BM GRAT 2. See Attachment C – Omnibus Board Consent #2; see also Attachment D – Transfer of Shares from Brian Mitchell to Blue Mountain Holdings; see also Attachment E – Transfer of Shares from Brian Mitchell to BM GRAT 1; see also Attachment F – Transfer of Shares from Brian Mitchell to BM GRAT 2.

2 Following those transfers, Mr. Mitchell holds approximately interest in Shryne. Mr. Mitchell is also the Trustee for both BM GRAT 1 and BM GRAT 2.

Mr. Mitchell has been removed as a director, officer, or manager (as applicable) of any Licensed Subsidiary or any entity that is an Owner of a Licensed Subsidiary. See the appropriate Change Request for each Licensed Subsidiary. Mr. Mitchell is no longer participating in the direction, control, or management of Shryne or any Licensed Subsidiary.

B. Mr. Tony Huang is no longer an Owner of Shryne or any Licensed Subsidiary. Mr. Huang therefore should be removed as an Owner of each Licensed Subsidiary.

Effective June 30, 2021, Mr. Huang resigned from his role as a director, officer, and manager of Shryne See Attachment B – Omnibus Board Consent #1, Exhibit A - Resignation Letter of Tony Huang dated June 30. 2021.

Mr. Huang has been removed as a director, officer, or manager (as applicable) of any Licensed Subsidiary or any entity that is an Owner of a Licensed Subsidiary. See the appropriate Change Request for each Licensed Subsidiary.

Mr. Huang is no longer participating in the direction, control, or management of Shryne or any Licensed Subsidiary.

C. Mr. Jon Avidor was appointed as a director of Shryne. Mr. Avidor is already disclosed as an Owner of Shryne and as an Owner of each Licensed Subsidiary.

Effective as of June 30, 2021, Mr. Jon Avidor was appointed as a director of Shryne to fill the vacancy resulting from Mr. Huang’s resignation. See Attachment B – Omnibus Board Consent #1. Mr.

Avidor is already disclosed as an Owner of Shryne and as an Owner of each Licensed Subsidiary. To our knowledge, no additional action is needed with respect to Mr. Avidor.

D. Ms. Raquel Origel was appointed as a director of Shryne to fill the vacancy resulting from Mr. Mitchell’s resignation. Ms. Origel should be approved as an Owner of each Licensed Subsidiary.

Effective as of September 2, 2021, Ms. Raquel Origel was appointed as a director of Shryne. See Attachment B – Omnibus Board Consent #1. Ms. Origel should be approved as an Owner of each Licensed Subsidiary. See the appropriate Change Request for each Licensed Subsidiary.

E. Mr. Takayuki Sato was appointed as an officer (President) of Shryne. Mr. Sato should be approved as an Owner of each Licensed Subsidiary.

Effective as of September 2, 2021, Shryne elected Mr. Takayuki Sato to the office of President of Shryne See Attachment B – Omnibus Board Consent #1. Mr. Sato should be approved as an Owner of each Licensed Subsidiary. See the appropriate Change Request for each Licensed Subsidiary, attached hereto.

F. CJA Nevada LLC is a new equity owner of Shryne This entity is wholly-owned by the CJA Ventures Trust Dated June 30, 2021.

Effective as of July 29, 2021, the 2019 SC Family Blind Trust Dated July 1, 2019 transferred all of its shares in Shryne to CJA Nevada LLC; accordingly, CJA Nevada LLC holds approximately interest in Shryne. See Attachment C – Omnibus Board Consent #2; Attachment G – Assignment of

3 Stock Interests between the 2019 SC Family Blind Trust, as assignor, and CJA Nevada LLC, as assignee, dated July 29, 2021.

CJA Nevada LLC is managed by James Kim and wholly-owned by the CJA Ventures Trust Dated June 30, 2021. See Attachment H – Operating Agreement of CJA Nevada LLC; see also Attachment I – Articles of Organization of CJA Nevada LLC. James Kim is the sole beneficiary of the CJA Ventures Trust Dated June 30, 2021; the Trustee of the CJA Ventures Trust Dated June 30, 2021 is Nevada Guardian Services, LLC.

See Attachment J – Certificate of Trust of CJA Ventures Trust Dated June 30, 2021. Ms. Susan Hoy is the Manager of Trustee Nevada Guardian Services, LLC. See Attachment K – Operating Agreement of Nevada Guardian Services, LLC; see also Attachment L – Articles of Organization of Nevada Guardian Services, LLC. The Trustee Nevada Guardian Services, LLC will not have any right or ability to manage, direct, or control the operations of any Licensed Subsidiary.

Out of an abundance of caution, as CJA Nevada LLC holds interest in Shryne, which Shryne is already an Owner of each Licensed Subsidiary, each attached Change Request includes a request to add CJA Nevada LLC as an Owner of each Licensed Subsidiary. James Kim is already disclosed as an Owner of Shryne and as an Owner of each Licensed Subsidiary.

G. ZAN Nevada LLC is a new equity owner of Shryne This entity is wholly-owned by the ZAN Family Trust Dated June 30, 2021.

Effective as of February 24, 2021, former Shryne shareholder Mr. Tony Huang assigned, in anticipation of his resignation from Shryne as described above, his ownership interest comprising shares of Shryne to the AN Living Trust dated February 24, 2021. See Attachment M – Assignment of Tony Huang to AN Living Trust dated February 24, 2021.

Effective as of July 29, 2021, the AN Living Trust Dated February 24, 2021 transferred all of its shares in Shryne to ZAN Nevada LLC; accordingly, ZAN Nevada LLC holds approximately interest in Shryne See Attachment C – Omnibus Board Consent #2; Attachment N – Assignment of Stock Interests between the AN Living Trust Dated February 24, 2021, as assignor, and ZAN Nevada LLC, as assignee, dated July 29, 2021; see also Attachment O – Certificate of Trust of AN Living Trust Dated February 24, 2021.

ZAN Nevada LLC is managed by James Kim and wholly-owned by the ZAN Family Trust Dated June 30, 2021. See Attachment P – Operating Agreement of ZAN Nevada LLC; see also Attachment Q - Articles of Organization for ZAN Nevada LLC. The sole beneficiary of the ZAN Family Trust Dated June 30, 2021 is James Kim; the Trustee of the ZAN Family Trust Dated June 30, 2021 is Nevada Guardian Services, LLC. See Attachment R – Trust Certificate of the ZAN Family Trust Dated June 30, 2021. As stated above, the Manager of the Trustee Nevada Guardian Services, LLC, is Susan Hoy.

The Trustee Nevada Guardian Services, LLC will not have any right or ability to manage, direct, or control the operations of any Licensed Subsidiary.

Out of an abundance of caution, as ZAN Nevada LLC holds interest in Shryne, which Shryne is already an Owner of each Licensed Subsidiary, each attached Change Request includes a request to add ZAN Nevada LLC as an Owner of each Licensed Subsidiary. James Kim is already disclosed as an Owner of Shryne and as an Owner of each Licensed Subsidiary.

H. JL Nevada LLC is a new shareholder of Shryne. This entity is wholly-owned by the JL Family Trust.

4 Effective as of July 29, 2021, the 2019 JSL Family Blind Trust dated July 1, 2019 transferred all of its shares in Shryne (comprising approximately of shares of Shryne) to JL Nevada LLC.

See Attachment C – Omnibus Board Consent #2; Attachment S – Assignment of Stock Interests between the 2019 JSL Family Blind Trust dated July 1, 2019, as assignor, and JL Nevada LLC, as assignee, dated July 29, 2021.

JL Nevada LLC is managed by James Kim and wholly-owned by the JL Family Trust. The Trustee of the JL Family Trust is Nevada Guardian Services, LLC. Ms. Susan M. Hoy is the Manager of Trustee Nevada Guardian Services, LLC.
********************************
Please contact [email protected] with any questions.

[Remainder of page intentionally blank; Schedule of Attachments follows]

5 Schedule of Attachments:

Attachment A – Schedule of Licensed Subsidiaries
Attachment B – Unanimous Written Consent of the Board of Directors of Shryne Group, Inc. (Appointing Directors and Officers), dated September 21, 2021
Exhibit A - Resignation Letter of Tony Huang, dated June 30, 2021 Exhibit B – Resignation Letter of Brian Mitchell, dated September 2, 2021 Attachment C – Unanimous Written Consent of the Board of Directors of Shryne Group, Inc. (Approving Transfers), dated September 21, 2021
Attachment D – Transfer of Shares from Brian Mitchell to Blue Mountain Holdings.

Attachment E – Transfer of Shares from Brian Mitchell to BM GRAT 1 Attachment F – Transfer of Shares from Brian Mitchell to BM GRAT 2 Attachment G – Assignment of Stock Interests, by and between the 2019 SC Family Blind Trust Dated July 1, 2019, as assignor, and CJA Nevada LLC, as assignee, dated July 29, 2021 Attachment H – Operating Agreement of CJA Nevada LLC
Attachment I – Articles of Organization of CJA Nevada LLC Attachment J – Certificate of Trust of CJA Ventures Trust Dated June 30, 2021 Attachment K – Operating Agreement of Nevada Guardian Services, LLC Attachment L – Articles of Organization of Nevada Guardian Services, LLC Attachment M – Assignment of Tony Huang to AN Living Trust dated February 24, 2021 Attachment N – Assignment of Stock Interests between the AN Living Trust Dated February 24, 2021, as assignor, and ZAN Nevada LLC, as assignee, dated July 29, 2021 Attachment O – Certificate of Trust of AN Living Trust Dated February 24, 2021 Attachment P – Operating Agreement of ZAN Nevada LLC
Attachment Q - Articles of Organization for ZAN Nevada LLC Attachment R – Trust Certificate of the ZAN Family Trust Dated June 30, 2021 Attachment S – Assignment of Stock Interests between the 2019 JSL Family Blind Trust dated July 1, 2019, as assignor, and JL Nevada LLC, as assignee, dated July 29, 2021.

Attachment T- CEO-Certified Capitalization Table of Shryne Group, Inc., and Schedule of Officers and Directors, dated September 24, 2021
***Change Requests for each Licensed Subsidiaries are included as separate attachments to associated correspondence with DCC.

6 Attachment A
Schedule of Licensed Subsidiaries
Licensee License Number License Expiration Date
Type 10 – Storefront Retailer
Authentic 909 LLC C10-0000820-LIC 2022-06-02
Positive Vibe C10-0000825-LIC 2022-06-10
SGI Retail LLC C10-0000810-LIC 2022-05-10
SGI Benicia LLC C10-0000879-LIC 2022-09-07
SGI Pacheco LLC C10-0000889-LIC 2022-09-15
SGI Marina LLC C10-0000864-LIC 2022-08-13
SGI Suisun LLC C10-0000848-LIC 2022-07-26
KMBM, Inc. C10-0000768-LIC 2021-12-23
Type 11 - Distributor
SGI Concord LLC C11-0001320-LIC 2022-04-30
Type 12 - Microbusiness
Nibble Easy LLC C12-0000370-LIC 2022-07-12
Pending Applications
Applicant Application Number License Type
Authentic Fairfield LLC C10-21-0000173-APP Type 10 - Retail Clean and Clear LLC C11-20-0000207-APP Type 11 - Distributor

EXHIBIT A
Huang Resignation Letter
[Attached hereto]
DocuSign Envelope ID:

EXHIBIT B
Mitchell Resignation Letter
[Attached hereto]
DocuSign Envelope ID:

RESIGNATION
I, the undersigned, hereby tender my resignation from the Board of Directors of Shryne Group, Inc. (the “Company”), a California corporation, and from every other office I hold with the Company and any and all of its’ subsidiaries, effective September 2, 2021.

Dated this 2nd day of September 2021.
________________________________
Brian Mitchell

RE: Amend Ownership
Greetings:

The Applicant hereby requests DCC approval for the following changes to the license record:

Remove the following Owners:
•Brian Mitchell
•Tony Huang
Add the following Owners:

Name % of Licensee Contact Information
Raquel Origel See attached Owner Submittal
Takayushi Sato See attached Owner Submittal
CJA Nevada LLC, a
Nevada limited liability
company
~of Shryne Group, Inc., an
Owner on the License
Manager James Kim,
(
ZAN Nevada LLC, a
Nevada limited liability
company
of Shryne Group, Inc., an
Owner on the License
Manager James Kim,
(
Effective September 2, 2021, Mr. Mitchell resigned from his role as a director, officer, and manager of Shryne Group, Inc. (“Shryne”). Mr. Mitchell also has been removed as a director, officer, or manager (as applicable) of Licensee.

Effective June 30, 2021, Mr. Huang resigned from his role as a director, officer, and manager of Shryne.

Mr. Huang also has been removed as a director, officer, or manager (as applicable) of Licensee.

Effective as of September 13, 2021, Ms. Origel was appointed as a director of Shryne, the parent company of Licensee and an Owner listed on Licensee.

Effective as of September 22, 2021, Mr. Sato was appointed to the office of president of Shryne.

Effective July 29, 2021, CJA Nevada LLC became a shareholder of Shryne.

Effective July 29, 2021, ZAN Nevada LLC became a shareholder of Shryne.

Please see attached for the following documents related to the changes noted above:

Attachment 1 - Resolution of Applicant (updating list of officers and directors/managers) Attachment 2 - Resolution of Shryne appointing Raquel Origel as a director of Shryne Group, Inc., appointing Tak Sato as president of Shryne Group, Inc., and ratifying the Resignation Letters of Brian Mitchell and Tony Huang
Attachment 3 - Resolution of Shryne approving various transfers of shares Attachment 4 – Owner Submittal of Raquel Origel
Attachment 5 – Owner Submittal of Takayuki Sato

1. Full Name Date of Birth City, State, and Country of Birth Mailing Address City State Zip Code Phone Number
SSN or ITIN Current Employer Email Address Ownership %Job Title

2. Have you ever been sanctioned by a licensing authority or local agency for unauthorized commercial cannabis activities and/or had a license suspended or revoked in the three years immediately preceding the date of this application? If "Yes", please complete item 8

3. Have you been denied a license by the Bureau or any other state cannabis licensing authority? If "Yes", please complete item 9

4. Do you have an ownership or financial interest (as defined in Title 16 CCR 5003 and 5004) in a licensed cannabis business? If "Yes", please complete item(s) 6-7

5. Have you or your spouse served as an active duty member of the Armed Forces of the United States and were honorably discharged?
Response to this question is voluntary. If "Yes", you may qualify for priority processing of your application.

6. Do any of the following statements apply to you? If you select YES, you must attach evidence of your status as a refugee, asylee, or special immigrant visa holder. Failure to do so may result in application review delays. 6A. You were admitted to the United States as a refugee pursuant to section 1157 of title 8 of the United States Code. 6B. You were granted asylum by the Secretary of Homeland Security or the United States Attorney General pursuant to section 1158 of title 8 of the United States Code.
6C. You have a special immigrant visa and were granted a status pursuant to section 1244 of Public Law 110-181, Public Law 109-163, or section 602(b) of title VI of division F of Public Law 111-8, relating to Iraqi and Afghan translators/interpreters or those who worked for or on behalf of the United States government.

7. Agency License Number Date Issued

8. Agency License Number Date Issued

9. License Authority License Type Suspension/Revocation Date Detailed Statement Regarding Suspension/Revocation

10. License Authority License Type Denial Date
Copy of Government-Issued Identification Proof of Military Status (if applicable) Signature Printed Name Date Signed
Office Use Only
CLEaR Application Record Number:

OWNER SUBMITTAL

SECTION C - REQUIRED DOCUMENTS
CANNABIS LICENSE(S) SUSPENDED, REVOKED, OR DENIED (Attach additional sheets if needed)

SECTION D - AFFIRMATION AND CONSENT
OTHER CANNABIS LICENSE(S) (Attach additional sheets if needed) Under penalty of perjury, I hereby declare that the information contained within and submitted with the application is complete, true, and accurate. I understand that a misrepresentation of fact is cause for rejection of this application, denial of a license, or revocation of a license issued.

SECTION A - OWNER INFORMATION

SECTION B - DECLARATIONS
See Disclosures on the Next Page
BCC-LIC-012 (Rev. 12/20)
California Department of Consumer Affairs
Bureau of Cannabis Control
www.bcc.ca.gov
State of California
Gavin Newsom, Governor
BCC-LIC-012 (Rev. 12/20)Page 1 of 3
Raquel Origel
728 E. Commercial Street Los Angeles CA 90012
Self Employed r Self-employed
Nibble 390H LLC C12-0000340-LIC 3/9/2021
Nibble Easy, LLC C12-0000370-LIC 7/12/2021
Raquel Origel
DocuSign Envelope ID:
9/27/2021

DocuSign Envelope ID:

1. Full Name Date of Birth City, State, and Country of Birth Mailing Address City State Zip Code Phone Number
SSN or ITIN Current Employer Email Address Ownership %Job Title

3. Have you been denied a license by the Bureau or any other state cannabis licensing authority? If "Yes", please complete item 9

4. Do you have an ownership or financial interest (as defined in Title 16 CCR 5003 and 5004) in a licensed cannabis business? If "Yes", please complete item(s) 6-7

7. Agency License Number Date Issued

8. Agency License Number Date Issued

9. License Authority License Type Suspension/Revocation Date Detailed Statement Regarding Suspension/Revocation

OWNER SUBMITTAL

SECTION C - REQUIRED DOCUMENTS
CANNABIS LICENSE(S) SUSPENDED, REVOKED, OR DENIED (Attach additional sheets if needed)

SECTION A - OWNER INFORMATION

SECTION B - DECLARATIONS
See Disclosures on the Next Page
BCC-LIC-012 (Rev. 12/20)
California Department of Consumer Affairs
Bureau of Cannabis Control
www.bcc.ca.gov
State of California
Gavin Newsom, Governor
BCC-LIC-012 (Rev. 12/20)Page 1 of 3
Takayuki Sato
728 E. Commercial Street Los Angeles CA 90012
Shryne Group Inc President
Takayuki Sato
DocuSign Envelope ID:
9/27/2021

DocuSign Envelope ID:

SCHEDULE A
Schedule of Shareholders of Shryne Group, Inc. as of September 24, 2021 Name Outstanding Shares Outstanding Ownership
CJA Nevada LLC
ZAN Nevada LLC
James Kim
JL Nevada LLC
BM Grat 1
BM Grat 2
Jon Avidor
Blue Mountain Holdings
AVX Capital LLC
AC JC Irrevocable Trust dated December 23, 2020
AN Family Irrevocable Trust dated December 23, 2020
Jesse Robinson
Brian Mitchell
Suren Oganesyan
JMJ Ventures, LLC
Northstar Equities Management LLC
Ben Ballinger
Lightman Ventures LLC
Maria Mitchell
Audie Vergara
Yellow Brick Capital 3 LLC
Scott Kaplan

JLX LLC
Brett Dewitt
David Hurtado
Don Terry
2711398 Ontario Inc.

Bob Dewitt
DocuSign Envelope ID:

Victoria Witham
Bill Fay

LJM CO LLC
Tiffany Tran
Common Warrants
Options and RSU's issued and outstanding
Shares available for issuance under the plan
Total Shares Outstanding
Fully diluted shares

DocuSign Envelope ID:

ORGANIZATIONAL STRUCTURE – Authentic Fairfield LLC
James Kim
Manager
James Kim
Shareholder
CJA Nevada LLC
Shareholder
ZAN Nevada LLC
Shareholder
Shryne Group, Inc.

Member
SGI Management LLC
Manager
SGI Retail LLC
Member
SGI Directors
Jon Avidor
SGI Director
James Kim
SGI Director
Raquel Origel
SGI Director
SGI Officers
Jon Avidor
SGI CEO & Treasurer
James Kim
SGI Secretary
James Kim
Manager
James Kim
Manager
James Kim
Beneficiary
James Kim
Beneficiary
JL Nevada LLC
Shareholder
Susan Hoy
Managing Member
Janes Kim
Secretary
Jon Avidor
Manager
Authentic Fairfield
LLC
Applicant Entity
Nevada Guardian
Services, LLC
Trustee
ZAN Family Trust
Member
CJA Ventures Trust
Member
Email and Phone for ZAN
Family Trust, CJA Ventures
Trust, and Nevada
Guardian Services LLC
Tak Sato
SGI President
Jon Avidor
Manager
Janes Kim
Secretary

Create Business Profile

Former CEO of
California Cannabis
Brand Charged With
Fraud
Tue / Sep 28th

by Graham Abbott
The former CEO for Shryne Group, the California multi-state cannabis operator behind the popular STIIIZY brand, was charged

with multiple fraud felonies in connection with his time at a different company.

Full story after the jump.

The former CEO for Shryne Group, the California-based cannabis holding company and multistate operator behind the popular STIIIZY and Honeyleaf brands, was charged in Alameda County last week with multiple fraud felonies related to a different company.

Brian Mitchell — who recently stepped down as CEO “for personal reasons unrelated to Shryne,” the company said in a press release — was charged with one felony count of conspiracy to commit a crime, six counts of felony insurance fraud, and two counts of workers’ compensation fraud, the Bay Area News Group reports. The charges stem from his time at the helm of Signature Painting and Construction, Inc.

Mitchell co-founded Signature with Eric Oller, who is facing similar charges. Authorities also charged Yama Sekander — who owns a Concord, California-based company called A-1 World Class Painting — with one count of felony workers’ compensation fraud. The men were arraigned last Monday in Alameda County court and all three have pleaded not guilty to the charges.

According to the report, the scheme allegedly used A-1 World Class Painting as a shell company to pay Signature’s workers from 2017-18 and subvert workers’ compensation insurance costs. Prosecutors alleged that the trio misclassified the roles of their employees and the riskiness of the work so as to pay lower insurance premiums.

Authorities estimated that insurance carriers lost about $5 million through the scheme. “If a business creates an environment where they falsely pay a lower insurance premium, that company has an unfair
competitive advantage over one that is law-abiding.” —
Alameda County District Attorney Nancy O’Malley, via Bay Area News Group

In a press release last week, Shryne Group announced it had appointed Jon Avidor, formerly Shryne’s President and Interim Chief Financial Officer, as the new CEO. Chief Development Officer Tak Sato was appointed to Avidor’s previous position as the company president. “As Brian’s personal issues are not related to Shryne Group, there isn’t much more to share on that front,” Shryne Group’s Corporate Communication Director Audie Vergara told Ganjapreneur.
“I can share that we are all excited about the look ahead,” Vergara said. “Jon is an experienced business executive and lawyer with a long history of navigating complicated, dynamic business developments. He is the perfect leader for Shryne Group as we deepen our position in the California marketplace and beyond.” Shryne Group employs about 2,200 people nationally and also sells products in Arizona, Nevada, and Michigan. The company’s flagship brand STIIIZY was recently named California‘s best-selling cannabis product line and the #1 vape brand in the country, according to the release.

Get daily cannabis business news updates. Subscribe
Have an additional perspective to share? Send us a message to let us know, and if your comment is chosen by our editors it could be featured here.

END

AUTHORED BY:

Graham Abbott
•

•
Based in Portland, Oregon, Graham is Ganjapreneur's Chief Editor. He has been writing about the legalization landscape since 2012 and has been contributing to Ganjapreneur since our official launch in 2014.

EXHIBIT 7

AUTHENTIC FAIRFIELD'S THIRD DCC OWNERSHIP

CHANGE REMOVING JON AVIDOR AND RAQUEL
ORIGEL

January 11, 2023
Department of Cannabis Control
2920 Kilgore Road
Rancho Cordova, CA 95670
[email protected]
RE: Request for Approval of Ownership Changes to Authentic Fairfield LLC (C10-0001009- LIC)
Greetings:

Authentic Fairfield LLC (“Licensee”) hereby requests that the Department of Cannabis Control (“DCC”) approve the following changes to the license record:

The addition of the following person as an Owner of the Licensee in accordance with CCR Title 4 §15003(a),(b)
Gregory Fink
The removal of the following persons as owner of Licensee Jon Avidor
Raquel Origel
Pursuant to the Written Consent of a Majority of the Shareholders of Shryne Group, Inc. and Unanimous Written Consent of the Board of Directors of Shryne Group, Inc. both dated August 31, 2022, Jon Avidor was removed from the board of directors and as an officer of Shryne Group Inc. (“Shryne”).

Pursuant to the Written Consent of a Majority of the Shareholders of Shryne Group, Inc. dated November 4, 2022, Raquel Origel was removed from the board of directors of Shryne.

Pursuant to the Unanimous Action by Written Consent of the Sole Member and the Manager of SGI Management LLC dated September 1, 2022, James Kim replaced Jon Avidor as manager of SGI Management LLC (“SGIM”). This action also appoints the following individuals as SGIM: James Kim, Chief Executive Officer and Secretary, Tak Sato, President, and Gregory Fink, Chief Financial Officer.

Pursuant to the Unanimous Action by Written Consent of the Sole Member and the Manager of SGI Retail LLC dated September 1, 2022, James Kim replaced Jon Avidor as manager of SGI Retail LLC (“SGIR”). This action also appoints the following individuals as officers of SGIR:

James Kim, Chief Executive Officer and Secretary, Tak Sato, President, and Gregory Fink, Chief Financial Officer.

Both SGIM, SGIR, and Licensee are wholly owned subsidiaries of Shryne. Shryne’s director is James Kim. Shryne’s officers are James Kim, Chief Executive Officer, Tak Sato, President,

and Gregory Fink, Chief Financial Officer.

The Action by Written Consent of the Manager of Authentic Fairfield LLC dated January 4, 2023 appoints the following individuals as officers of Licensee: James Kim, Chief Executive Officer, Tak Sato, President, and Gregory Fink, Chief Financial Officer.

Supporting Documentation:

1. Written Consent of a Majority of the Shareholders of Shryne Group, Inc. dated August 31, 2022

2. Unanimous Written Consent of the Board of Directors of Shryne Group, Inc. dated August 31, 2022

3. Written Consent of a Majority of the Shareholders of Shryne Group, Inc. dated November 4, 2022

4. Unanimous Action by Written Consent of the Sole Member and the Manager of SGI Management LLC dated September 1, 2022

5. Action by Written Consent of the Sole Member and the Manager of SGI Retail LLC dated September 1, 2022

6. Action by Written Consent of the Manager of Authentic Fairfield LLC dated January 4, 2023

7. Organizational Chart

EXHIBIT 8
DECEMBER 4, 2024 STAFF

REPORT CONCERNING

AUTHENTIC CONTACTS

Agenda Item No: M.2

AGENDA REPORT
DATE: December 3, 2024

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2024-280

Rescinding Approving Issuance of a Commercial Cannabis Retail Business Permit to Authentic Fairfield LLC

Funding Source: N/A

Contact: Dave Zellers, (707) 428-7436

RECOMMENDED ACTION
Hold public hearing and adopt resolution.

STATEMENT OF ISSUE
The City Council has requested agendizing a Public Hearing for consideration of rescinding the Preliminary Approval for a Commercial Cannabis Retail Business Permit awarded to Authentic Fairfield LLC on June 22, 2021, by the City per attached Resolution 2021-143.

DISCUSSION
The council approved the adoption of Ordinance 2024-08, which includes an amendment to Fairfield Municipal Code Chapter (FMC) 10E, also known as Commercial Cannabis Businesses allowing for the revocation of Preliminary Approvals for a Commercial Cannabis Business Permit. During the presentation for the first reading of Ordinance 2024-08 in October 2024, two council members requested agendizing a Public Hearing for rescinding of the preliminary approval granted to Authentic Fairfield LLC. Furthermore, the city attorney stated during the October 2024 presentation that regardless of the changes to the FMC the council may rescind preliminary approval as it related to the conditions at the time it was conferred.

In June 2021, Authentic Fairfield LLC was granted approval for a Commercial Cannabis Business Permit pending the completion of actions and meeting specific conditions per City of Fairfield Resolution 2021-143. Since June 2021, the complete set of conditions has not been satisfied, nor has documentation been provided to indicate whether some or all the conditions have been sa tisfied. The

most recent communication from Authentic Fairfield LLC with City staff overseeing the commercial cannabis program was in July 2023 and indicated the business was exploring the possibility of utilizing a different location than the one specified in its initial application. Furthermore, as of November 2024, State of California Department of Cannabis Control records do not show the same owners for Authentic Fairfield LLC as the application submitted to the City indicated in September 2020. As there has been no communication with the City to indicate a change in ownership at any point in the last three years, per Section 1.5 of Exhibit A included with Resolution 2021-143 and FMC Chapter 10E, the City Council may consider rescinding the approval granted in 2021.

FINANCIAL IMPACT
N/A

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
The public hearing was advertised in the Daily Republic on Sunday, November 17, 2024. A certified letter dated November 14, 2024, was sent to the individuals listed on the 2020 permit application as owners of Fairfield Authentic LLC to inform them of the public hearing.

ALTERNATIVE ACTION
The council may choose to vote against the passage of the resolution.

COORDINATED WITH
City Attorney’s Office and City Manager’s Office

STAFF CONTACT
Dave Zellers, Director of Community and Economic Development (707) 428-7436
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Resolution 2021-143

EXHIBIT 9

AUTHENTIC FAIRFIELD'S FOURTH DCC OWNERSHIP

CHANGE REMOVING GREG FINK AND CHANGING
ENTITY OWNER NAME FROM SHRYNE GROUP INC.

TO STIIIZY INC.

April 18, 2024
Department of Cannabis Control
2920 Kilgore Road
Rancho Cordova, CA 95670
[email protected]
Subject: Request for Approval of Ownership Changes, Authentic Fairfield LLC C10-0001009- LIC
Hello Department of Cannabis Control,
Authentic Fairfield LLC (“Licensee”) is requesting the approval of the following ownership changes to Licensee’s storefront retail license no. C10-0001009-LIC:

The addition of the following entity owner in accordance with CCR Title 4 §15003(b):

STIIIZY Inc., a Delaware Corporation
The removal of the following owners of the license record:

Gregory Fink
Shryne Group Inc. - if applicable

On March 14, 2023, Shryne Group, Inc. (“Shryne”) changed its state of incorporation from California to Delaware via a merger (the “Merger”) whereby Shryne merged into STIIIZY Inc. (“STIIIZY”), with STIIIZY continuing as the surviving entity. By virtue of the Merger, all assets, liabilities and equity interests of Shryne were assumed by STIIIZY. The separate existence and corporate organization of the Shryne in California was terminated, pursuant to the Certificate of Ownership and Merger filed with the Delaware Secretary of State on March 28, 2023

Mr. Gregory Fink resigned from his role as CFO of STIIIZY effective July 21, 2023. He replaced by James Kim as CFO of Licensee on September 26, 2023.

STIIIZY’s Directors are James Kim, Sunny Sassoon, and Chaudhry Ali. STIIIZY’s Officers are James Kim, Chief Executive Officer and Secretary; Tak Sato, President; and Isaac Kim, Chief Financial Officer.

Neither Sunny Sassoon, Isaac Kim, or Chaudhry Ali participate in the direction or control of Licensee.

Supporting Documentation:

1. Certificate of Ownership and Merger Merging Shryne Group, Inc. A California Corporation, into STIIIZY Inc., a Delaware Corporation, dated March 28, 2023

2. Bylaws of STIIIZY Inc., dated March 11, 2023

3. Gregory Fink Resignation Letter, dated July 21, 2023

4. Action by Written Consent of the Manager of Authentic Fairfield LLC, dated September 26, 2023

5. Attestation Letter, dated March 4, 2024

From:Shryne Licensing
To:License Change@Cannabis
Cc:Shryne Licensing
Subject:Licensee Disclosure - Multiple Licenses - 1/11/23 Date:Wednesday, January 11, 2023 3:18:31 PM
Attachments:01.11.2023 Authentic Concord LLC - Form 27 disclosure packet.pdf

01.11.2023 Authentic El Cerrito LLC - Form 27 disclosure packet.pdf

01.11.2023 Authentic Fairfield LLC - Form 27 disclosure packet.pdf

01.11.2023 Colay Health Center - Form 27 disclosure packet.pdf

01.11.2023 Main Street Supply LLC - Form 27 disclosure packet.pdf

01.11.2023 SGI Oxnard LLC - Form 27 disclosure packet.pdf [EXTERNAL]: [email protected]
CAUTION: THIS EMAIL ORIGINATED OUTSIDE THE DEPARTMENT OF CANNABIS CONTROL!
DO NOT: click links or open attachments unless you know the content is safe.

NEVER: provide credentials on websites via a clicked link in an Email.

Hello DCC,
Attached to this email are six Form 27s requesting ownership and contact changes to thefollowing license holding entities:

Authentic Concord LLC - C10-0001201-LICAuthentic El Cerrito LLC - C10-0001085-LICAuthentic Fairfield LLC - C10-0001009-LICColay Health Center - C10-0000720-LICMain Street Supply LLC - C10-0000623-LICSGI Oxnard LLC - C10-0001084-LIC Please let us know if you require any additional information relative to these disclosures.

Best,Maurice

From:Shryne Licensing
To:License Change@Cannabis
Cc:Shryne Licensing
Subject:Form 27 - Multiple Entities 4/18
Date:Thursday, April 18, 2024 2:09:41 PM
Attachments:2024-04-18 - C10-0001009-LIC - Form 27.pdf
2024-04-18 - C10-0001252-LIC - Form 27.pdf
2024-04-18 - C10-0001305-LIC - Form 27.pdf
2024-04-18 - C9-0000708-LIC - Form 27.pdf
2024-04-18 - C10-0000991-LIC - Form 27.pdf
[EXTERNAL]: [email protected]
CAUTION: THIS EMAIL ORIGINATED OUTSIDE THE DEPARTMENT OF CANNABIS CONTROL!
DO NOT: click links or open attachments unless you know the content is safe.

NEVER: provide credentials on websites via a clicked link in an Email.

Good afternoon DCC,
Attached here are five Form 27s reporting ownership changes for the following entities:

Authentic Fairfield LLC - C10-0001009-LICAuthentic Fresno Willow LLC - C10-0001305-LICSGI Santa Rosa LLC - C10-0000991-LICSGI Wildomar LLC - C10-0001252-LICShryne La Habra LLC - C9-0000708-LIC The changes are essentially the same across all five: adding the entity owner STIIIZY Inc.and the removal of Gregory Fink and Shryne Group Inc. (where applicable) from thelicense records.

Upon review we'll happily work with staff to process these changes.

Best,Maurice Cunningham

EXHIBIT 10

AUTHENTIC FAIRFIELD'S BELATED FIFTH DCC

OWNERSHIP CHANGE, ADDING BRIAN MITCHELL

AND TONY HUANG BACK TO LICENSE TO MATCH

ORIGINAL OWNERSHIP

Notifications and Requests to Modify a License
DCFoC -LIC r-m027 (Amended 2/22)
State of California, Department of Cannabis Control
Licensee Notification and Request Form
This form is for use by licensees who need to provide a notification to the Department or request approval from the Department, as required under the regulations. Directions for completing the form and providing supporting documents can be found below under Form Instructions.

Licensee Name:

License Number:

License Expiration Date:

Email a completed copy of this form and supporting documents to [email protected] to update any of the following:

Labor Peace Agreement -§ 15023(b)
Change in Ownership -§ 15023(c)
Change in Financial Interest Holders -§ 15023(d)
Change in Contact Information -§ 15023(e)(1)
Change in Legal Name of Owner or Legal Business Name -§ 15023(e)(2) Change in Business Trade Name/“Doing Business As” (DBA) or Fictitious Business Name (FBN) -§ 15023(e)(3)
Change in Bond -§ 15023(e)(4)
Add A or M Designation (excluding cultivators) - § 15023(f) Microbusiness: Add or Remove an Activity - § 15023(g)
Death, Incapacity, Receivership, Assignment of Creditors, or Other Event Rendering an Owner Incapable -§ 15024(a)
Notifications and Requests to Modify a License 1DCC-LIC-027 (Amended 2/22) Authentic Fairfield LLC
C10-0001009-LIC
4/12/2025

Physical Modification of Premises (excluding cultivators) - § 15027 Criminal Conviction of Any Owner -§ 15035(a)
Civil Penalty or Judgement Against Licensee or Any Owner -§ 15035(b) Administrative Order or Civil Judgement for Violation of Labor Standards -§ 15035(c) Revocation of a Local License, Permit, or Other Authorization -§ 15035(d) Use space below for additional information, as needed.

Disclosures
Mandatory Submission
Submission of the requested information is mandatory unless otherwise noted in regulation.

Failure to provide any of the required information may result in disciplinary action.

Notifications and Requests to Modify a License
DCC-LIC-027 (Amended 2/22)2
Please see attached for all specified changes.

November 22, 2024

Department of Cannabis Control
2920 Kilgore Road
Rancho Cordova, CA 95670
[email protected]

Subject: Request for Approval of Ownership Changes, Authentic Fairfield LLC C10-0001009- LIC

Hello Department of Cannabis Control,

Authentic Fairfield LLC (“Licensee”) is requesting to amend the Notification and Request to Modify a License form (“Form 27”) initially submitted to the Department of Cannabis Control on April 18, 2024, as the information was incomplete. Licensee is now requesting an amended approval of ownership changes to Licensee’s storefront retail license no. C10-0001009-LIC

The addition of the following entity owner in accordance with CCR Title 4 §15003(b):
• STIIIZY Inc., a Delaware corporation
• SGI Management LLC, a California limited liability company • Brian Mitchell, an individual
• Tony Huang, an individual

The removal of the following owner of the license record:
• Gregory Fink
• SGI Retail LLC

For avoidance of doubt the following individuals and entity remain owners of Licensee:
• James Kim
• Tak Sato
• Susan Hoy
• SGI Management LLC

Updated Disclosure
Pursuant to the Amended and Restated Operating Agreement of Authentic Fairfield LLC dated July 1, 2021 the following actions took place:
• Brian Mitchell, Albert Mitchell, James Kim, Tony Huang, and Jon Avidor were admitted as members of Licensee;
• Each were allocated a portion of SGI Retail LLC’s membership and SGI Retail LLC ceased to be a member of Licensee, thus serving as the basis for its removal; • SGI Management LLC was appointed as manager of Licensee.

On or around February 10, 2022, Albert Mitchell
passed away. His membership interest in Licensee was distributed among the remaining members; memorialized in an Action by Written Consent of the Manager of Authentic Fairfield LLC dated March 1, 2022.

The Second Amended and Restated Operating Agreement of Authentic Fairfield LLC dated April 6, 2022, accounts for the withdrawal of Jon Avidor as a member of Licensee and serves as the current document accounting for the membership of the company, serving as the ultimate basis for the inclusion of the individuals Brian Mitchell and Tony Huang as owners of Licensee.

Licensee’s manager remains SGI Management LLC a wholly owned subsidiary of STIIIZY Inc.

Original Disclosure
On March 14, 2023, Shryne Group, Inc. (“Shryne”) changed its state of incorporation from California to Delaware via a merger (the “Merger”) whereby Shryne merged into STIIIZY Inc. (“STIIIZY”), with STIIIZY continuing as the surviving entity. By virtue of the Merger, all assets, liabilities and equity interests of Shryne were assumed by STIIIZY. The separate existence and corporate organization of the Shryne in California was terminated, pursuant to the Certificate of Ownership and Merger filed with the Delaware Secretary of State on March 28, 2023

Mr. Gregory Fink resigned from his role as CFO of STIIIZY effective July 21, 2023. He replaced by James Kim as CFO of Licensee on September 26, 2023.

Neither Sunny Sassoon, Isaac Kim, or Chaudhry Ali participate in the direction or control of Licensee.

Supporting Documentation:

1. Amended and Restated Operating Agreement of Authentic Fairfield LLC dated July 1, 2021

2. Action by Written Consent of the Manager of Authentic Fairfield LLC dated March 1, 2022

3. Second Amended and Restated Operating Agreement of Authentic Fairfield LLC dated April 6, 2022

4. Certificate of Ownership and Merger Merging Shryne Group, Inc. A California Corporation, into STIIIZY Inc., a Delaware Corporation, dated March 28, 2023

5. Bylaws of STIIIZY Inc., dated March 11, 2023

6. Gregory Fink Resignation Letter, dated July 21, 2023

7. Action by Written Consent of the Manager of Authentic Fairfield LLC, dated September 26, 2023

8. Attestation Letter, dated March 4, 2024

AMENDED AND RESTATED OPERATING AGREEMENT OF

AUTHENTIC FAIRFIELD LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

EXHIBIT A

Name Mailing Address Membership Interest
Brian Mitchell

Albert Mitchell

James Kim

Tony Huang

Jon Avidor

SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF

AUTHENTIC FAIRFIELD LLC

A CALIFORNIA LIMITED LIABILITY COMPANY
(a C corporation for federal income tax purposes)

EXHIBIT A

NAMES, ADDRESSES, UNIT CLASS, CAPITAL CONTRIBUTIONS, UNITS, VOTING INTERESTS, AND PERCENTAGE INTERESTS OF

MEMBERS AND ASSIGNEES

AND NAMES AND ADDRESSES OF MANAGER
Member’s Name and Address Unit Class Number of Units Percentage Interest James Kim

Brian Mitchell

Tony Huang

TOTAL

MANAGER
Manager's Name

Manager’s Address
SGI Management, LLC 728 E. Commercial Ave.

Los Angeles, CA 90012

EXHIBIT 11

AUTHENTIC FAIRFIELD COUNSEL'S
FEBRUARY 27, 2025 LETTER TO CITY

27th Floor
350 South Grand Avenue
Los Angeles, CA 90071-3487

Nicole S. Phillis
213-633-8657 tel

[email protected]

4901-1626-9855v.3 0119025-000003
February 27, 2025
David G. Lim, Esq.

City Attorney, City of Fairfield
Richards Watson Gershon
One Sansome Street, Suite 2850
San Francisco, CA 94104
[email protected]

Hon. Mayor Catherine Moy
Hon. Vice Mayor Pam Bertani
Hon. Councilmember K. Patrice Williams
Hon. Councilmember Scott Tonnesen
Hon. Councilmember Doug Carr
Hon. Councilmember Doriss Panduro
Hon. Councilmember Manveer Sandhu
City of Fairfield
1000 Webster Street
Fairfield, CA 94533

Re: Continued Public Hearing re Proposed Resolution 2024-280, Rescission of Preliminary Approval to Authentic Fairfield, LLC Dear Honorable City Attorney Lim and Honorable City Councilmembers:

As you know, I represent Authentic Fairfield, LLC (“Authentic”) in connection with the continued public hearing on potential revocation of Authentic’s preliminary approval for a commercial cannabis retail permit within the City of Fairfield. I write to urge you to reject Resolution 2024-280, which would revoke Authentic’s preliminary approval without a valid basis in fact or law. To address any concerns the Council may have regarding the timeliness of Authentic’s opening, I suggest instead that the City consider entering into a written agreement with Authentic to ensure the timely and compliant opening of its retail operations by December 1, 2025.

I. COUNCIL SHOULD REJECT THE RESOLUTION TO RESCIND
AUTHENTIC’S PRELIMINARY APPROVAL
First and foremost, the proposed resolution should be rejected because there is no violation of local or state law on which to base the revocation, as is required to revoke

Proposed Resolution re Authentic
February 27, 2025

Page 2 ends

preliminary approval under newly amended Section11(b) of Chapter 10E.1 Specifically, Section 11(b) provides:

The City Council may revoke a preliminary approval or a commercial cannabis business permit for a violation of any State or local law, including, but not limited to, this Chapter; a violation of any condition or term of the commercial cannabis business permit; and/or a violation of any condition or term made a part of any other permit or entitlement granted to the commercial cannabis business or its owner…
While the City points to Authentic’s alleged violation of Fairfield Municipal Code 10E.15 in their November 14, 2024 letter as the reason for considering revocation of its preliminary permit, Authentic has not violated these rules on ownership changes. FMC 10E.15 states: “A commercial cannabis business permit is nontransferable to any other person except in accordance with this section.” It also further provides: “If the transfer involves a substantial change in ownership, the City Council shall hold a public hearing and approve or deny the transfer pursuant to the procedures for approval of a new permit application. A ‘substantial change in ownership’ shall mean any change in the permittee’s business structure or ownership of the business entity that results in a change of more than 51% of the original ownership.”

Here, there has been no change in ownership, let alone a “substantial one.” Authentic does not have any new owners, or owners beyond the ones listed in its original application. There also has not been any substantial change in ownership that necessitates a public hearing in front of City Council. Authentic’s 2020 cannabis application listed the following as owners and their ownership:

1. Brian Mitchell – 30%

2. Albert Mitchell – 30%

3. James Kim – 11.5%

4. Tony Huang – 27%

5. Jon Avidor – 1.5%

1 Authentic also objects to the retroactive application of the recently amended Section 11(b) of Chapter 10E, which reflects change in law as to the conditions under which preliminary approval may be rescinded. This change in law occurred after preliminary approval was awarded to Authentic in 2021 and therefore should not be retroactively applied to rescind preliminary approval now or otherwise alter the original conditions of preliminary approval. The amendments to Section 11(b) were recently undertaken between August and October 2024 and appear to have been prompted at the behest of other current commercial cannabis permit holders for an anti-competitive purpose—to protect their market share in Fairfield’s commercial cannabis market and to stymie lawful competition from Authentic.

Proposed Resolution re Authentic
February 27, 2025

Page 3 ends

On February 10, 2022, one of the original owners, Albert Mitchell, passed away and his 30% equity was returned to the company. In May 2022, Jon Avidor’s employment with the company was terminated and returned his equity to the company. The remaining owners of Authentic had their equity increased proportionately by the equity returned to Authentic by Albert Mitchell’s death and Jon Avidor’s termination of employment, such that the resulting ownership became:

1. Brian Mitchell - 40%

2. James Kim - 20%

3. Tony Huang - 20%
As these facts show, no new owner has been added to Authentic. There has also not been a “substantial change” in equity ownership.

Nor is there any other basis to find Authentic’s non-compliance with applicable state or local law. The City appears to have relied on outdated screenshots from the DCC’s website, which erroneously lists Greg Fink and Susan Hoy as owners. This information is incorrect.

Neither of these individuals are owners of Authentic and Authentic has requested that DCC correct this information on their website.

The City’s recent efforts to pursue revocation of Authentic’s preliminary approval on the basis that Authentic has somehow violated a state or local law regarding disclosure of its ownership (after an owner died and another owner left Authentic’s employment) are concerning because the same level of scrutiny has not been applied to other current operators.

Proposed Resolution re Authentic
February 27, 2025

Page 4 ends

For example, The Showcase is currently operating out of compliance with California Corporations Code, having not filed its “Statement of Information” with the Secretary of State, despite the fact that it was due on October 31, 2024. (Cal. Corp. Code, § 1502, subd. (a) [requiring that every corporation file annual statement of information].)

Moreover, The Showcase does not have any registered agent for service of process, as it is separately required under Corporations Code section 1502(b) (requiring corporation to designate “agent of the corporation for the purpose of service of process, a natural person residing in this state or a corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated…”).

Proposed Resolution re Authentic
February 27, 2025

Page 5 ends

Similarly, email correspondence obtained through a pending public records act requests indicates that J.J.V.I. Enterprises, Inc. (the “Bright Spot”) acknowledged its own non-compliance with certain local laws as recently as August 2024, stating: “we need a renewal of our license and…we are out of compliance.” At that point, The Bright Spot’s license had expired in June 2024 and The Bright Spot had ostensibly operated without a licensed for at least two months:

Despite these deficiencies, the City has continued to work with both The Showcase and The Bright Spot to cure these violations and allow them to continue operating within the City.

Authentic should be afforded the same opportunity and due process.

II. AUTHENTIC HAS VESTED RIGHTS IN ITS PRELIMINARY APPROVAL,

HAVING EXPENDED SUBSTANTIAL RESOURCES TO DEVELOP ITS PROPERTY

AND DUE PROCESS PRECLUDES REVOCATION ON THESE FACTS
It is blackletter California law that “[a] permit may not be revoked arbitrarily ‘without cause.’” (Trans-Oceanic Oil Corp. v. City of Santa Barbara (1948) 85 Cal.App.2d 776, 795.) “In revoking a permit lawfully granted, due process requires that it act only upon notice to the permittee, upon a hearing, and upon evidence substantially supporting a finding of revocation.” (Id.) “If a permittee has acquired a vested property right under a permit, the permit cannot be revoked.” (Id. at p. 784 [citing 9 American Jurisprudence § 8, p. 204].) To that end, a permit or license
may not arbitrarily be revoked by municipal authorities, particularly where, on the faith of it, the owner has incurred material expense. Such a permit has been declared to be more than a mere license revocable at the will of the licensor. When, in reliance thereon, work upon the building is actually commenced and liabilities are incurred for work and material, the owner acquires a vested property right to the protection of which he is entitled.’

Proposed Resolution re Authentic
February 27, 2025

Page 6 ends

(Id.) When a permittee has acquired such a vested right it may be revoked only if the permittee fails to comply with reasonable terms or conditions expressed in the permit granted or if there is a compelling public necessity. (O’Hagen v. Board of Zoning Adjustment (1971) 19 Cal.App.3d 151, 158 [internal citations omitted].)
Here, Authentic has satisfied each and every requirement of the terms and conditions of its preliminary approval as originally granted. Indeed, in reliance on the grant of preliminary approval, Authentic has invested over $1,100,000 to develop its property at 2470 Martin Road, Fairfield, CA in reliance upon the City’s grant of preliminary approval. As a result, it has acquired a vested right in its preliminary approval, to which it is entitled to fundamental due process and which cannot be revoked absent a violation of the applicable terms and conditions or without a public necessity.

Nor is there any basis to find a “compelling public necessity” for revocation. To the contrary, allowing Authentic to keep its preliminary approval will only increase safe adult and medicinal access to cannabis in Fairfield and promote healthy competition on affordable prices and offerings. Indeed, for a City of Fairfield’s size (120,000), industry leading experts have recommended a market saturation of one retail operation for every 10,000 citizens. Revoking Authentic’s preliminary approval would further reduce the number of licensed retailers to only three within the City, putting market saturation at nearly 4 times less than what is recommended for healthy competition and safe access within the industry. This serves only to benefit the three current operators, who will protect their disproportionately large market share without real competition, and the illicit market, which continues to threaten safe, lawful access throughout the state, at the cost of both significant tax revenue (at least $800,000 per annum) for the City of Fairfield and at least 45well-paying jobs for the Fairfield community.

III. AUTHENTIC IS COMMITTED TO OPENING BY DECEMBER 1, 2025 AND

WILLING TO ENTER INTO AGREEMENTS REQUIRING IT TO DO SO
Authentic understands City Council’s concerns about making sure permittees open promptly, which is important to generating tax revenue and providing good jobs within the City.

As a demonstration of Authentic’s good faith, Authentic reiterates that is committed to opening the store in the next 6-9 months and is willing to commit to a hard deadline, in writing with the City. Authentic is also willing to demonstrate its commitment to the Fairfield community with enhanced community benefits and engagement. In fact, Authentic Fairfield has already been involved in the Fairfield community.

Since 2021, Authentic Fairfield has been an active partner to several local community organizations including Fairfield Community Services Foundation, Change and New Beginnings Solano, the Food Bank of Contra Costa and Solano County, Solano Napa Firefighters Foundation and the Nelda Mundy Elementary School. To date, Authentic has contributed over $80,000 and provided numerous volunteers to support these organizations to make a local impact here in Fairfield. Early this month, Authentic organized a Winter Wear Drive in partnership with

Proposed Resolution re Authentic
February 27, 2025

Page 7 ends

the Fairfield Community Services Foundation and organized a beautification and clean up event with the Suisun City Beautification Community Committee. Authentic is committed to continuing this track record of local community engagement and community benefits.

Because increased access to safe, affordable cannabis will only be improved by Authentic’s operation in this City, which will also substantially increase tax revenue and create good, union jobs, Authentic respectfully requests that the resolution be rejected.

Sincerely,
Davis Wright Tremaine LLP

Nicole S. Phillis

cc: Tak Sato
Stephanie Uy
Cyrus Pai

EXHIBIT A

EXHIBIT B

EXHIBIT C

1 Beavers, Esther
From:David G. Lim
Sent:Monday, March 3, 2025 9:28 AM
To:Beavers, Esther; Rees, Karen; Ballard, Kelly
Cc:Gassaway, David; Zellers, David
Subject:FW: Authentic Fairfield Submission
Attachments:2025-02-27_Authentic Fairfield Letter re Public Hearing w Exhibits.pdf Importance:High
Follow Up Flag:Follow up
Flag Status:Flagged
Hi Esther and Karen,

Please see aƩached an email and accompanying PDF from AuthenƟc related to Item #P.1 for the March 4, 2025 mee Ɵng of the City Council. If possible, can you please add a link to the online agenda and add this email and document as aƩachement #4 to Item P.1.

If you cannot add it to the online agenda, please print a copy of the email below and aƩachment and place a copy in the lobby on the 4th floor and in the lobby of the City Council Chambers.

I will forward a copy of this to the City Council now and will print copies for them on the dias.

Thanks!

David G. Lim (He/Him/His)
Fairfield City Attorney

RICHARDS WATSON GERSHON
One Sansome Street, Suite 2850
San Francisco, California 94104
T: 415.421.8484
E: [email protected]
W: rwglaw.com

From: Phillis, Nicole
Sent: Thursday, February 27, 2025 4:39 PM
To: David G. Lim ; Zellers, David
Cc: Kalinowski, Caesar
Subject: Authentic Fairfield Submission

Dear Mr. Lim and Mr. Zellers,

2 Please find attached Authentic Fairfield’s (“Authentic”) submission in response to the continued public hearing on the resolution to rescind Authentic’s preliminary approval.

We look forward to the opportunity to make our case to City Council on March 4.

If there is anything you have questions about in the interim, please do not hesitate to reach out.

Sincerely,
Nicole

Nicole Phillis
Partner | Davis Wright Tremaine LLP
P 213.633.8657 C 323.401.0474 E [email protected] A 350 South Grand Avenue, 27th Floor, Los Angeles, CA 90071 DWT.COM

NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you.

Fairfield City CouncilApril 10, 2025

Fairfield City Council
April 10, 2025