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Item P.1_Authentic Fairfield LLC (Applicant) Form 27 10.1.21

Fairfield City Council
April 15, 2025

Document
Item P.1_Authentic Fairfield LLC (Applicant) Form 27 10.1.21
Meeting
April 15, 2025
Body
Fairfield City Council
Original file
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Text extracted from the city's file for reading and search. Open the original on pub-fairfield.escribemeetings.com. That file is the official record.

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 spa
ce 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, (917) 740-3695, [email protected] - Please change the Primary Contact to: Eric Lightman, (215) 582-7666, [email protected]. - Please remove Brian Mitchell and/or Tony Huang, as applicable, as contacts for the license.

2. Change in Ownership. See attachment.

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 0% See attached Owner Submittal
Takayushi Sato 0% See attached Owner Submittal
CJA Nevada LLC, a
Nevada limited liability
company
~23.7% of Shryne Group, Inc. , an
Owner on the License
Manager James Kim,
[email protected],
(562) 833-0842
ZAN Nevada LLC, a
Nevada limited liability
company
~23.7% of Shryne Group, Inc. , an
Owner on the License
Manager James Kim,
[email protected],
(562) 833-0842

Effective September 2, 2021, Mr. Mitchell res igned 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 dir ector, 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 23.7% shareholder of Shryne.

Effective July 29, 2021, ZAN Nevada LLC became a 23.7% 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

ACTION BY WRITTEN CONSENT BY SOLE MEMBER
OF

AUTHENTIC FAIRFIELD LLC
The undersigned, constituting the sole member of Authentic Fairfield LLC (the “Company”), pursuant to the Operating Agreement of the Company and the California Revised Uniform Limited Liability Company Act, hereby consents to the taking of the actions and adopts the resolutions set out below. This written consent is executed and effective as of September 2, 2021 (the “Effective Date”) and shall be filed with the books and records of the Company.

WHEREAS, effective as of the Effective Date, Brian Mitchell resigned from his role as an officer and Manager of the Company.

NOW, THEREFORE, BE IT RESOLVED, that the resignation of Brian Mitchell as an officer and Manager of the Company is hereby in all respects ratified, confirmed and approved; RESOLVED FURTHER, that pursuant to the Company’s Operating Agreement, the Member hereby appoints SGI Management LLC as successor Manager of the Company, effective as of the Effective Date;
RESOLVED FURTHER, that, as of the Effective Date, the following individuals shall constitute all of the officers of the Company:
● James Kim
● Jonathan Avidor
RESOLVED FURTHER, that, the Manager and officers of the Company are, and each of them hereby is, authorized and empowered to execute and to take, or cause to be taken, all such acts, deeds, and things reasonably necessary in connection with the consummation of the matters contemplated thereto, and to effectuate the purposes and intent of the foregoing resolutions.

DocuSign Envelope ID: E91CF73D-DD29-4271-9740-B942647F0B40

IN WITNESS WHEREOF, the undersigned has executed this Action by Written Consent of Sole Member as of the Effective Date.

MEMBER:

SGI Retail, LLC
_______________________
By: James Kim, CEO
COMPANY:

Authentic Fairfield LLC
By: SGI Management LLC
Its: Manager
SGI Management LLC
__________________________
By: Jonathan Avidor
Its: Manager
DocuSign Envelope ID: E91CF73D-DD29-4271-9740-B942647F0B40

AFDOCS/24536261.2

UNANIMOUS WRITTEN CONSENT
OF

THE BOARD OF DIRECTORS
OF
SHRYNE GROUP, INC.

September 21, 2021

The undersigned, constituting all of the directors (the “Directors”) of SHRYNE GROUP, INC., a California corporation (the “Company”), pursuant to its authority to act without a meeting pursuant to Section 307(b) of the California Corporations Code (the “ California Law”), hereby consent to the taking of the actions and adopt the resolutions set out below. This written consent is executed and effective as of September 21, 2021 (the “Effective Date”) and shall be filed with the books and records of the Company.

TONY HUANG RESIGNATION AND REMOVAL AS CONTROL PARTY
WHEREAS, effective June 30, 2021, Tony Huang resigned from his role as a director, officer, manager and employee of the Company (including without limitation any and all subsidiaries) (the “ Huang Resignation”), pursuant t o t hat certain Resignation Letter, dated concurrently herewith, a copy of which is attached hereto as Exhibit A.

WHEREAS, after due consideration and deliberation, the Board finds that it is advisable, fair, and in the best interests of the Company to accept the Huang Resignation and remove Tony Huang from any director, officer or employee role in the Company, in all respects.

WHEREAS, in connection with the Huang Resignation, the shares of the Company issued to the AN Family Trust dated February 24, 2021 (“AN Family Trust”) and beneficially owned by Mr. Huang, will be assigned to ZAN Nevada LLC (“ZAN Nevada”), an entity that is not controlled or beneficially owned by Mr. Huang, and following such assignment, Mr. Huang will no longer be the beneficial owner of such shares of the Company.

NOW, THEREFORE, BE IT RESOLVED , that the Huang Resignation is hereby in all respects ratified, confirmed and approved, and that each of the Authorized Officer be, and each of them hereby is, authorized, empowered, and directed to execute and to take, or cause to be taken, all such acts, deeds, and things reasonably necessary in connection with the consummation of the matters contemplated thereto, and to effectuate the purposes and intent of the foregoing resolutions.

BRIAN MITCHELL RESIGNATION
WHEREAS, effective September 2, 2021, Brian Mitchell resigned from his role as a director, officer, manager and employee of the Company (including without limitation any and all subsidiaries) (the “ Mitchell Resignation” and together with the Huang Resignation, the “Resignations”), pursuant to that certain Resignation Letter, dated concurrently herewith, a copy of which is attached hereto as Exhibit B.

WHEREAS, after due consideration and deliberation, the Board finds that it is advisable, fair, and in the best interests of the Company to accept the Mitchell Resignation and remove Brian Mitchell from any director, officer or employee role in the Company, in all respects.

DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

2 NOW, THEREFORE, BE IT RESOLVED, that the Mitchell Resignation is hereby in all respects ratified, confirmed and approved, and that each of the Authorized Officer be, and each of them hereby is, authorized, empowered, and directed to execute and to take, or cause to be taken, all such acts, deeds, and things reasonably necessary in connection with the consummation of the matters contemplated thereto, and to effectuate the purposes and intent of the foregoing resolutions.

APPOINTMENT OF JON AVIDOR AND RAQUEL ORIGEL TO FILL BOARD

VACANCIES
WHEREAS, under the California Law and the Company’s Bylaws, vacan cies on the Company’s Board of Directors may be filled by a majority of the Directors then in office; and WHEREAS, James Kim, constituting the sole Director then in office upon the effectiveness of the Resignations, finds it is advisable, fair and in the best interest of the Company to appoint (A) Jon Avidor to fill the Board vacancy resulting from the Huang Resignation, effective as of June 30, 2021, and (B) Raquel Origel to fill the Board vacancy resulting from the Mitchell Resignation, effective as of September 2, 2021.

NOW, THEREFORE, BE IT RESOLVED , that effective as of the June 30, 2021 , Jon Avidor is hereby elected to the Board of Directors of the Company to fill the vacancy resulting from the Huang Resignation;
RESOLVED, that effective as of the September 2, 2021, Raquel Origel is hereby elected to the Board of Directors of the Company to fill the vacancy resulting from the Mitchell Resignation; RESOLVED, that, as of the Effective Date, the following individuals shall constitute all of the Directors of the Company:
• James Kim
• Jon Avidor
• Raquel Origel

ELECTION OF JON AVIDOR AS CHIEF EXECUTIVE OFFICER AND

TAK SATO AS PRESIDENT
WHEREAS, under the California Law and the Company’s Bylaws, vacancies occurring in any office of the corporation may be filled by a majority of the Directors then in office; and WHEREAS, James Kim, constituting the sole Director then in office upon the effectiveness of the Resignations, finds it is advisable, fair and in the best interest of the Company to (A) appoint Jon Avidor to fill the chief executive officer vacancy resulting from the Mitchell Resignation, effective as of September 2, 2021, and (B) elect Tak Sato to the office of president of the Company, effective as of September 2, 2021.

NOW, THEREFORE, BE IT RESOLVED, that effective as of the September 2, 2021 , Jon Avidor is her eby elected to fill the chief executive officer vacancy resulting from the Mitchell Resignation, and Tak Sato is hereby elected to serve as the president of the Company.

DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

3 RESOLVED, that, as of the Effective Date, the following individuals shall constitute a ll of the officers of the Company:
• Chief Executive Officer: Jon Avidor
• President: Tak Sato
• Treasurer: Jon Avidor
• Secretary: James Kim

GENERAL RESOLUTIONS
RESOLVED, that the Company be, and it hereby is, authorized to make the necessary adjustment to the b ooks and records of the Company, including the cancelation and/or issuance of new share certificates to reflect the transfer s approved herein, and the execution thereof by an Authorized Officer to be conclusive evidence of such approval and determination.

RESOLVED, that all documents, agreements and instruments previously executed and delivered, and any and all actions previously taken by any Authorized Officer, employee or agent of the Company in connection with or related to the matters set forth in, or reasonably contemplated or implied by, the foregoing resolutions be, and each of them hereby is, adopted, ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the Company. * * * * *
This unanimous written consent shall have the same force and effect as if taken at a meeting of the Board, duly called and constituted pursuant to the Code and the Bylaws of the Company.

This consent may be executed in counterparts, each of which shall be considered an original, and when taken together, shall be one and the same instrument.

[Signature Page Follows]
DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

[Signature Page to Unanimous Written Consent of the Board of Directors of Shryne Group, Inc.]

IN WITNESS WHEREOF, the undersigned have executed this consent as of the date first set forth above.

James Kim

Raquel Origel

Jon Avidor
DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

EXHIBIT A

Huang Resignation Letter

[Attached hereto]

DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

EXHIBIT B

Mitchell Resignation Letter

[Attached hereto]

DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

RESIGNATION
I, the undersi
gned, 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

1 UNANIMOUS WRITTEN CONSENT
OF

THE BOARD OF DIRECTORS
OF
SHRYNE GROUP, INC.

September 21, 2021

The undersigned, constituting all of the directors (the “Directors”) of SHRYNE GROUP, INC., a California corporation (the “Company”), pursuant to its authority to act without a meeting pursuant to Section 307(b) of the California Corporations Code (the “ California Law”), hereby consent to the taking of the actions and adopt the resolutions set out below. This written consent is executed and effective as of September 21, 2021 (the “Effective Date”) and shall be filed with the books and records of the Company.

ASSIGNMENT OF AN FAMILY TRUST SHARES
WHEREAS, the AN Family Trust dated February 24, 2021 (“AN Family Trust”) is a shareholder of the Company and an affiliated party to Tony Huang; WHEREAS, the AN Family Trust desires to transfer all 124,072,520 of such shareholder’s shares (the “AN Family Trust Transfer”) to ZAN Nevada LLC (“ZAN Nevada”), an entity that is not controlled or beneficially owned by Mr. Huang; and WHEREAS, the Board has determined it to be in the best interests of the Company to accept and authorize the AN Family Trust Transfer.

NOW THEREFORE LET IT BE RESOLVED, that the Company be, and it hereby is, authorized to approve the AN Family Trust Transfer in such form and have such other terms and conditions as are approved or deemed necessary, appropriate or desirable by an Authorized Officer of the Company executing the same, the execution thereof by such Authorized Officer to be conclusive evidence of such approval and determination; RESOLVED, that the Company be, and it hereby is, authorized to approve the AN Family Trust Transfer such that upon completion of the AN Family Trust Transfer , ZAN Nevada shall be the owner of 124,072,520 shares of the Company received from the AN Family Trust.

ASSIGNMENT OF 2019 SC FAMILY BLIND TRUST SHARES
WHEREAS, the 2019 SC Family Blind Trust dated July 1, 2019 (the “ 2019 SC Family Blind Trust”) is a shareholder of the Company;
WHEREAS, the 2019 SC Family Blind Trust desi res to transfer all 124,072,520 of such shareholder’s shares (the “2019 SC Family Blind Trust Transfer”) to CJA Nevada LLC; and WHEREAS, the Board has determined it to be in the best interests of the Company to accept and authorize the 2019 SC Family Blind Trust Transfer.

DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

2 NOW THEREFORE LET IT BE RESOLVED, that the Company be, and it hereby is, authorized to approve the 2019 SC Family Blind Trust Transfer in such form and have such other terms and conditions as are approved or deemed necessary, appropriate or desirable by an Authorized Officer of the Company executing the same, the execution thereof by such Authorized Officer to be conclusive evidence of such approval and determination; RESOLVED, that the Company be, and it hereby is, authorized to approve the 2019 SC Family Blind Trust Transfer such that upon completion of the 2019 SC Family Blind Trust Transfer, CJA Nevada LLC shall be the owner of 124,072,520 shares of the Company received from the 2019 SC Family Blind Trust.

ASSIGNMENT OF 2019 JSL FAMILY BLIND TRUST SHARES
WHEREAS, the 2019 JSL Family Blind Trust dated July 1, 2019 (the “ 2019 JSL Family Blind Trust”) is a shareholder of the Company;
WHEREAS, the 2019 JSL Family Blind Trust des ires to transfer all 37,608,000 of such shareholder’s shares (the “2019 JSL Family Blind Trust Transfer”) to JL Nevada LLC; and WHEREAS, the Board has determined it to be in the best interests of the Company to accept and authorize the 2019 JSL Family Blind Trust Transfer.

NOW THEREFORE LET IT BE RESOLVED, that the Company be, and it hereby is, authorized to approve the 2019 JSL Family Blind Trust Transfer in such form and have such other terms and conditions as are approved or deemed necessary, appropriate or desirable by an Authorized Officer of the Company executing the same, the execution thereof by such Authorized Officer to be conclusive evidence of such approval and determination; RESOLVED, that the Company be, and it hereby is, authorized to approve the 2019 JSL Family Blind Trust Transfer such that upon completion of the 2019 JSL Family Blind Trust Transfer, JL Nevada LLC shall be the owner of 37,608,000 shares of the Company received from the 2019 JSL Family Blind Trust.

ASSIGNMENT OF CERTAIN SHARES HELD BY BRIAN MITCHELL
WHEREAS, Brian Mitchell, individually, is a shareholder of the Company; WHEREAS, Brian Mitchell desires to transfer 14,925,373 of such shareholder’s shares (the “Blue Mountain Holdings Transfer”) to Nikhil Patel, as Trustee of Blue Mountain Holdings (“Blue Mountain Holdings”);
WHEREAS, the Board has determined it to be in the best interests of the Company to accept and authorize the Blue Mountain Holdings Transfer; WHEREAS, Brian Mitchell desires to transfer 29,515,380 of such shareholder’s shares (the “BM GRAT 1 Transfer”) to Brian C. Mitchell, as Trustee of BM GRAT 1 (“BM GRAT 1”);
DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

3 WHEREAS, the Board has determined it to be in the best interests of the Company to accept and authorize the BM GRAT 1 Transfer;
WHEREAS, Brian Mitchell desires to transfer 29,515,278 of such shareholder’s shares (the “BM GRAT 2 Transfer” and together with the Blu e Mountain Holdings Transfer and the BM GRAT 1 Transfer, the “Brian Mitchell Transfers”) to Brian C. Mitchell, as Trustee of BM GRAT 2 (“BM GRAT 2”); and
WHEREAS, the Board has determined it to be in the best interests of the Company to accept and authorize the BM GRAT 2 Transfer.

NOW THEREFORE LET IT BE RESOLVED, that the Company be, and it hereby is, authorized to approve the Brian Mitchell Transfers in such form and have such other terms and conditions as are approved or deemed necessary, appropriate or desirable by an Authorized Officer of the Company executing the same, the execution thereof by such Authorized Officer to be conclusive evidence of such approval and determination; RESOLVED, that the Company be, and it hereby is, authorized to approve the Blue Mountain Holdings Transfer such that upon completion of the Blue Mountain Holdings Transfer, Blue Mountain Holdings shall be the owner of 14,925,373 shares of the Company received from Brian Mitchell, individually;
RESOLVED, that the Company be, and i t hereby is, authorized to approve the BM GRAT 1 Transfer such that upon completion of the BM GRAT 1 Transfer, BM GRAT 1 shall be the owner of 29,515,380 shares of the Company received from Brian Mitchell, individually; and RESOLVED, that the Company be, a nd it hereby is, authorized to approve the BM GRAT 2 Transfer such that upon completion of the BM GRAT 2 Transfer, BM GRAT 2 shall be the owner of 29,515,278 shares of the Company received from Brian Mitchell, individually.

REPURCHASE OF SHARES HELD BY BM GRAT 1
WHEREAS, BM GRAT 1 is a shareholder of the Company and an affiliated party to Brian Mitchell;
WHEREAS, BM GRAT 1 desires to sell to the Company, and the Company wants to repurchase from BM GRAT 1 (the “BM GRAT 1 Share Repurchase”), 1,612,333 of such shareholder’s shares (the “BM GRAT 1 Repurchased Shares”) in consideration for an aggregate repurchase price of $161.23 pursuant to that certain Stock Repurchase Agreement, dated as of September 3, 2021, between the Company and BM Grat 1 (the “BM GRAT 1 Share Repurchase Agreement”); and
WHEREAS, the Board has determined it to be in the best interests of the Company to purchase the BM GRAT 1 Repurchased Shares from BM GRAT 1 for the consideration, and upon the other terms and conditions, set forth in the BM GRAT 1 Share Repurchase Agreement.

DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

4 NOW THEREFORE LET IT BE RESOLVED, that the Company be, and it hereby is, authorized to approve the BM GRAT 1 Share Repurchase, enter into the BM GRAT 1 Share Repurchase Agreement, and repurchase from BM GRAT 1 the BM GRAT 1 Repurchased Shares; and
RESOLVED, that each Authorized Officer of the Company, acting alone, be and is hereby authorized and directed for and on behalf of and in the name of the Company to execute and deliver the BM GRAT 1 Share Repurchase Agreement in such form and have such other terms and conditions as are approved or deemed necessary, appropriate or desirable by an Authorized Officer of the Company executing the same, the execution thereof by such Authorized Officer to be conclusive evidence of such approval and determination.

REPURCHASE OF SHARES HELD BY BM GRAT 2
WHEREAS, BM GRAT 2 is a shareholder of the Company and an affiliated party to Brian Mitchell;
WHEREAS, BM GRAT 2 desires to sell to the Company, and the Company wants to repurchase from BM GRAT 2 (the “BM GRAT 2 Share Repurchase”), 1,612,332 of such shareholder’s shares (the “BM GRAT 2 Repurchased Shares”) in consideration for an aggregate repurchase price of $161.23 pursuant to that certain Stock Repurchase Agreement, dated as of September 3, 2021, between the Company and BM Grat 2 (the “BM GRAT 2 Share Repurchase Agreement”); and
WHEREAS, the Board has determined it to be in the best interests of the Company to purchase the BM GRAT 2 Repurchased Shares from BM GRAT 2 for the consideration, and upon the other terms and conditions, set forth in the BM GRAT 2 Share Repurchase Agreement.

NOW THEREFORE LET IT BE RESOLVED, that the Company be, and it hereby is, authorized to approve the BM GRAT 2 Share Repurchase, enter into the BM GRAT 2 Share Repurchase Agreement, and repurchase from BM GRAT 2 the BM GRAT 2 Repurchased Shares; and
RESOLVED, that each Authorized Officer of the Company, acting alone, be and is hereby authorized and directed for and on behalf of and in the name of the Company to execute and deliver the BM GRAT 2 Share Repurchase Agreement in such form and have such other terms and conditions as are approved or deemed necessary, appropriate or desirable by an Authorized Officer of the Company executing the same, the execution thereof by such Authorized Officer to be conclusive evidence of such approval and determination.

GENERAL RESOLUTIONS
RESOLVED, that the Company be, and it hereby is, authorized to make the necessary adjustment to the book s and records of the Company, including the cancelation and/or issuance of new share certificates to reflect the transfers approved herein, and the execution thereof by an Authorized Officer to be conclusive evidence of such approval and determination.

RESOLVED, that all documents, agreements and instruments previously executed and delivered, and any and all actions previously taken by any Authorized Officer, employee or agent DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

5 of the Company in connection with or related to the matters set forth in, or reasonably contemplated or implied by, the foregoing resolutions be, and each of them hereby is, adopted, ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the Company. * * * * *
This unanimous written consent shall have the same force and effect as if taken at a meeting of the Board, duly called and constituted pursuant to the Code and the Bylaws of the Company.

This consent may be executed in counterparts, each of which shall be considered an original, and when taken together, shall be one and the same instrument.

[Signature Page Follows]
DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

[Signature Page to Unanimous Written Consent of the Board of Directors of Shryne Group, Inc.]

IN WITNESS WHEREOF, the undersigned have executed this consent as of the date first set forth above.

James Kim

Raquel Origel

Jon Avidor

DocuSign Envelope ID: 13D91C87-65F1-4C11-9FC0-0418FBF85E61

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 Yes No 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? Yes No 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? Yes No 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 Yes No 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. Yes No 6B. You were granted asylum by the Secretary of Homeland Security or the United States Attorney General pursuant to Yes No 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 Yes No 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
9/9/1978
Blythe, California, USA
728 E. Commercial Street
Los Angeles
CA
90012
213-567-4201
545-55-9928
Self Employed
[email protected]
0 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: 8232E3A4-42CD-4242-A938-E38380DADDCA 9/27/2021

DocuSign Envelope ID: 8232E3A4-42CD-4242-A938-E38380DADDCA

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 Yes No 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? Yes No 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? Yes No 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 Yes No 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. Yes No 6B. You were granted asylum by the Secretary of Homeland Security or the United States Attorney General pursuant to Yes No 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 Yes No 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
Takayuki Sato
3/05/1980
Kobe, Japan
728 E. Commercial Street
Los Angeles
CA
90012
213-567-4201
640-32-3177
Shryne Group Inc
[email protected]
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President
Takayuki Sato
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DocuSign Envelope ID: 1EB89425-842B-453A-9102-9059A0E5E3A3 9/27/2021

DocuSign Envelope ID: 1EB89425-842B-453A-9102-9059A0E5E3A3

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