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 ”). A ll 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 req uested 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.
E
ffective 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 1.5% 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, of ficer, 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 Hu ang 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 parti cipating 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 Lice nsed 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 e ach 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 (23.7%). 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 124,072,520 shares in Shryne to CJA Nevada LLC; accordingly, CJA Nevada LLC holds approximately
23.7% 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 t o manage, direct, or control the operations of any Licensed Subsidiary.
Out of an abundance of caution, as CJA Nevada LLC holds 23.7% 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 (23.7%). 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 124,072,530 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 23% 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 23.7% 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 37,608,000 shares in Shryne (comprising approximately 7% 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 Subs idiaries are included as separate attachments to associated correspondence with DCC.
ATTACHMENT A
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
ATTACHMENT B
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 undersig
ned, 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
ATTACHMENT C
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
ATTACHMENT D
ASSIGNMENT OF STOCK INTERESTS
For value received, the undersigned hereby (i) assigns, transfers, conveys and delivers unto: Blue Mountain Holding s, Fourteen Million Nine Hundred Twenty-Five Thousand Three Hundred Seventy -Three (14,925,373) shares of the Common Stock (the “ Stock”) of Shryne Group, Inc. (the “ Company”), standing in the name of the undersigned on the books of said Company, and (ii) irrevocably constitutes and appoints Jonathan Avidor, Esq. , as Attorney -in- Fact to transfer the said Stock on the books of t he within named Company, with full power of substitution in the premises.
Dated: July 8, 2021
BRIAN MITCHELL
By: ______________________________________
ATTACHMENT E
ASSIGNMENT OF STOCK INTERESTS
For value received, the undersigned hereby (i) assigns, transfers, conveys and delivers unto: BM Grat 1 , Twenty-Nine Million Five Hundred Fifteen Thousand Three Hundred Eighty (29,515,380) shares of the Common Stock (the “Stock”) of Shryne Group, Inc. (the “Company”), standing in the name of the undersigned on the books of said Company, and (ii) irrevocably constitutes and appoints Jonathan Avidor, Esq., as Attorney-in-Fact to transfer the said Stock on the books of the within named Company, with full power of substitution in the premises.
Dated: July 8, 2021
BRIAN MITCHELL
By: ______________________________________
ATTACHMENT F
ASSIGNMENT OF STOCK INTERESTS
For value received, the undersigned hereby (i) assigns, transfers, conveys and delivers unto: BM Grat 2, Twenty-Nine Million Five Hundred Fifteen Thousand Two Hundred Seventy- Eight (29,515,278) shares of the Common Stock (the “ Stock”) of Shryne Gro up, Inc. (the “Company”), standing in the name of the undersigned on the books of said Company, and (ii) irrevocably constitutes and appoints Jonathan Avidor, Esq. , as Attorney -in-Fact to transfer the said Stock on the books of t he within named Company, with full power of substitution in the premises.
Dated: July 8, 2021
BRIAN MITCHELL
By: ______________________________________
ATTACHMENT G
ATTACHMENT H
124472370.2
OPERATING AGREEMENT
OF
CJA NEVADA LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (the
“Agreement”) of CJA NEVADA LLC (the “Company”) is entered into effective as of July 29, 2021, by and between Nevada Guardian Services, LLC, Trustee of the CJA Ventures Trust , as the sole member (the “Member ”) of the Company, and James Kim, as the sole manager (the “Manager”) of the Company.
RECITAL
The Company has been formed as a limited liability company under the laws of the State of Nevada. The Member and the Managers desire to enter into a written agreement, in accordance with the provisions of Chapter 86 of the Nevada Revised Statutes and any successor statute, as amended from time to ti me (the “Act”), governing the affairs of the Company and the conduct of its business.
ARTICLE 1
THE LIMITED LIABILITY COMPANY
1.1 Formation. The Company was formed on July 29, 2021 as a limited liability company pursuant to the provisions of the Act. Articles of Organi zation for the Company as described in the Act (the “ Articles”) have been filed in the Office of the Secretary of State of the State of Nevada in conformity with the Act.
1.2 Name. The name of the Company shall be “ CJA NEVADA LLC” and its business shall be carried on in such name with such variations and changes as the Member shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.
1.3 Business Purpose; Powers . T he Company is formed for the purpose of engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.
1.4 Registered Office and Agent. The registered office and registered agent of the Company are designated in the Articles.
1.5 Term. Subject to the provisions of Article 6 below, the Company shall have perpetual existence.
2 124472370.2
ARTICLE 2
THE MEMBER
2.1 The Member. The name of the Member and such Member’s initial capital contribution to the Company are set forth on Exhibit A attached hereto.
2.2 Actions by the Member; Meetings. Meetings of the Member may be called at any time by the Member. Subject to Article 3, the Member may approve a matter or take any action at a meeting or without a meeting by the written consent of the Member.
2.3 Liability of the Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.
2.4 Admission of Members . Persons or entities may be admitted as members of the Company only upon the prior written approval of the Member.
ARTICLE 3
MANAGEMENT AND INDEMNIFICATION
3.1 Manager. The Company shall be managed by one (1) manager. The initial Manager of the Company will be James Kim (the “Manager”). The Manager shall hold such office until the earlier of its resignation, withdrawal, bankruptcy, adjudication of insanity or incompetency, death or removal in accordance with this Agreement. In the event of the resignation, withdrawal, bankruptcy, adjudication of insanity or incompetency, removal, death or termination of employment (if applicable) of a Manager, a successor Manager shall be appointed by the Member.
The Member may remove any Manager at any time for any reason or no reason by affirmative vote or written consent.
3.2 Powers of the Manager . The Manager shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to Section 3.4 and the other provisions of this Agreement and the requirements of the Act, to manage, control, administer, and operate the business and affairs of the C ompany for the purposes herein stated, and to make all decisions affecting such business and affairs, including, without limitation, for Company purposes, the power to:
(a) Acquire by purchase, lease, or otherwise, any property, tangible or intangible;
(b) Enter into agreements and contracts and to give receipts, releases, and discharges;
3 124472370.2
(c) Purchase liability and other insurance to protect the Company’s properties and business;
(d) Borrow money for and on behalf of the Company, and, in connection therewith, execute and deliver instruments authorizing the confession of judgment against the Company and grant security in Company assets in connection therewith and enter into guarantees of subsidiary indebtedness; (e) Execute any and all other instruments and documents which may be necessary or in the opinion of the Manager desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Company; (f) Make any and all expenditures which the Manager, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of their obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Company; and
(g) Enter into any kind of activity necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company.
3.3 Officers.
(a) Appointment of Officers . The Company’s officers shall consist of such officers that the Manager may from time to time create , including, but not limited to a Chief Executive Officer, a President, a Secretary, a Chief Financial O fficer, a Chief Operating Officer, one (1) or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers (the officers elected or appointed as provided herein being referred to as the “ Officers,” and each, an “Officer ”). The Manager shall elect or appoint the Officers and may also specifically authorize other Officers to appoint the persons who shall hold such offices. An Officer may, but need not be, an owner or employee of a Member or its Affiliate. (b) Officer Powers and Duties . Each Officer will have the same powers, duties and responsibilities as officers in a limited liability company holding the same title. Such Officers shall have power and authority to sign documents for and otherwise bind the Company as may be authorized by the Manager; provided, that no Officer shall take any action expressly reserved by this Agreement to the Member or the Manager.
3.4 Actions Requiring the Vote of the Member. The following actions shall require the affirmative vote or written consent of the Member:
(a) Any act that would make it impossible to carry on the ordinary business of the Company;
4 124472370.2
(b) Any amendment to the Articles or this Agreement;
(c) Any merger or consolidation of the Company with or into any third party, or a sale, lease, conveyance or other disposition (whether in one transaction or a series of related transactions) of all or substantially all of the operating and other assets of the Company, or the effectuation by the Company of any other transaction or series of related transactions, in each such case, as a result of which either: (i) the Member of the Company immediately prior thereto does not own, directly or indirectly, at least a majority of the outstanding voting and/or other securities of the surviving, resulting or consolidated entity; or (ii) the Company does not own, directly or indirectly, all or substantially all of its operating and other assets;
(d) Any material change in the Company’s business;
(e) The liquidation, dissolution, or winding up of the Company; (f) Filing a petition for bankruptcy, or consenting to the institution of bankruptcy or insolvency proceedings against the Company, or filing a petition seeking, or consenting to, relief under any law relating to bankruptcy or insolvency;
(g) Commencing or settling any lawsuit, arbitration or other similar action, other than a lawsuit, arbitration or other similar action brought in the name of the Company against a Member;
(h) Any confession of a judgment against the Company;
(i) To transfer or otherwise dispose of the whole or any material part of the assets or undertaking or intellectual property rights of the Company; (j) Any agreement between the Company and its Member or any Affiliate of any Member;
(k) The admission of any new Member and the issuance of any Membership Interest in the Company (including options or warrants to convertible into Membership Interests in the Company).
3.5 Manager Compensation and Reimbursement. A Manager may be paid reasonable and customary compensation for services rendered to the Company and shall be reimbursed for any expense properly incurred acting as Manager on behalf of the Company. This paragraph does not preclude a Manager from serving the Company or an Affiliate of the Company in any other capacity and receiving compensation for the services such Manager renders in that other capacity.
5 124472370.2
3.6 Related Party Transactions. A Manager may cause the Company to obtain products , investments, or services , including investment advisory services, from a Manager or from entities controlling, controlled by or under common control with any Manager and to pay such Manager or any affiliated entity reasonable or customary fees for such products, investments, or services.
3.7 Exculpation. No (i) Member, (ii) trustee, shareholder, member or other holder of an equity interest of any Member, (iii) Manager, or (i v) manager, officer or director of any of the foregoing (each of the Persons described in clause (i) through and including (iv), a “Covered Person”), shall be liable to the Company or to any other Member for monetary damages for any losses, claims, damages or liabilities arising from any act or omiss ion performed or omitted by it and arising out of or in connection with this Agreement or the Company’s business or affairs; provided, however, such act or omission (A) was taken in good faith, was reasonably believed to be in, or not opposed to, the best interests of the Company and was within the scope of authority granted to such Covered Person, (B) was not attributable to such Covered Person’s fraud, gross negligence, bad faith, or willful misconduct, and (C) was not a material breach of the Covered Person’s obligations under this Agreement. No Manager shall be liable to the Company for contracting or transacting on behalf of the Company with an affiliate of the Manager.
3.8 Indemnification.
(a) The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Manager, Member and Officer of the Company and each of their affiliates (collectively, the “Indemnitees”), from and against any losses, claims, demands, liabilities, costs, damages, expenses and causes of action to which such Indemnitee may become subject in connection with any matter arising out of or incidental to any act performed or omitted to be performed by any such Indemnitee in connection with this Agreement or the Company’s business or affairs; provided, however, that such act or omission (A) was taken in good faith, was reasonably believed by the applicable Indemnitee to be in, or not opposed to, the best interest of the Company and within the scope of authority granted to such Manager or applicable Indemnitee, (B) in the case of a Manager or related Indemnitee, was not attributable to such Indemnitee’s fraud, gross negligence, bad faith, criminal acts or willful misconduct, or (C) was not a material breach of such person’s obligations under this Agreement. Any indemnity under this Section 3.8(a) shall be paid solely out of and to the extent of the Company’s assets and shall not be a personal obligation of any Member, and in no event will any Member be required, or permitted to contribute additional capital to the Company to enable the Company to satisfy any obligation under this Section 3.8(a). Each Indemnitee shall indemnify, defend and hold harmless the Company and the Member (excluding the Indemnitee ) for any losses arising from any actions of the Indemnitee that constitute gross negligence, knowing criminal misconduct or fraud.
6 124472370.2
(b) If the Company or any of its successors or assignees consolidates with or merges into any other entity and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provisions shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of the Manager as in effect immediately before such transaction, whether such obligations are contained in this Agreement or elsewhere, as the case may be.
The provisions of this Section 3.8 shall survive for a period of four (4) years from the date of dissolution of the Company; provided that, if at the end of such period there are any actions, proceedings or investigations then pending, any Indemnitee may so notify the Company and the Member at such time (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of this Section 3.8 shall survive with respect to each such action, proceeding or inves tigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until such date that such action, proceeding or investigation is finally resolved.
ARTICLE 4
CAPITAL STRUCTURE AND CONTRIBUTIONS
4.1 Capital Stru cture. The capital structure of the Company shall consist of one class of common interests (the “ Common Interests”). All Common Interests shall be identical with each other in every respect. The Member shall own all of the Common Interests issued and outstanding.
4.2 Capital Contributions . From time to time, the Member may determine that the Company requires capital and may make capital contribution(s) in an amount determined by the Member. A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.
ARTICLE 5
PROFITS, LOSSES AND DISTRIBUTIONS
5.1 Profits and Losses. For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Manager. In each year, profits and losses shall be allocated entirely to the Member.
5.2 Distributions. The Manager shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Manager. The distributions of the Company shall be allocated entirely to the Member.
7 124472370.2
ARTICLE 6
EVENTS OF DISSOLUTION
The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events (each, an “Event of Dissolution”):
(a) The Member’s affirmative vote or written consent for dissolution; or
(b) Entry of a decree of judicial dissolution pursuant to the Act.
No other event, including, without limitation, the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member, shall cause the dissolution of the Company; provided, however, that in the event of any occurrence resulting in the termination of the continued membership of the last remaining member of the Company, the Company shall be dissolved unless, within 90 days following such event, the personal representative of the last remaining member agrees in writing to continue the Company and to the admission of such personal representative (or any other person or entity designated by such personal representative) as a member of the Company, effective upon the event resulting in the termination of the continued membership of t he last remaining member of the Company.
ARTICLE 7
TRANSFER OF INTERESTS IN THE COMPANY
The Member may sell, assign, transfer, convey, gift, exchange, pledge, hypothecate or otherwise dispose of (“Transfer”) any or all of its Common Interests to any person or entity; provided, however, that such person or entity to whom such Common Interests are Transferred shall be an assignee and shall have no right to participate in the Company’s business and affairs unless and until such person or entity shall be admitted as a m ember of the Company upon (i) the prior written approval by the Member pursuant to Section 2.4 of this Agreement and (ii) receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are Transferred agreeing to be bound by the terms of this Agreement.
ARTICLE 8
MISCELLANEOUS
8.1 Tax Treatment. Unless otherwise required by applicable law, the Company shall be disregarded as an entity separate from the Member for U.S. federal tax purposes (and analogous state or local tax purposes) in accordance with Treasury Regulation Section 301.7701-3(b)(1)(ii) until such time as the Company (i) has more than one member, or (ii) makes an election to change such classification by filing IRS Form 8832 (Entity Classification Election) or an y successor form.
8 124472370.2
8.2 Amendments. Amendments to this Agreement and to the Articles shall be effective only if approved in writing by the Member. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval.
8.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member or the Manager reg arding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision, which most closely approximates the intent and economic effect of the invalid or unenforceable provision.
8.4 Complete Agreement. This Agreement, together with all exhibits hereto, constitutes the complete and exclusive statement of the agreement between the Member and Manager with respect to the subject matter thereof. This Agreement supersedes all prior written and oral statements, including any prior representation, statement, condition, or warranty.
8.5 Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, execu tors, administrators, personal and legal representatives, successors, and permitted assigns.
8.6 Third Party Beneficiaries . The provisions of this Agreement are solely for the benefit of the Company and the Member. This Agreement shall not be deemed to create any rights or benefits in favor of any other person.
8.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to the principles of conflicts of laws thereof.
8.8 Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Nevada or any other laws.
8.9 Execution in Counterparts . This Agreement may be executed simultaneously in two or more counterpart s, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day first above written.
MEMBER:
The CJA Ventures Trust, Nevada
Guardian Services, LLC, Trustee
K2u ^ ^ i1)(
''BY: Sj.isainM.Ho
Its:
MANAGER:
JAMES KEVI
124472370.2
124472370.2
EXHIBIT A
NAME AND ADDRESS CAPITAL
CONTRIBUTION
OWNERSHIP
PERCENTAGE
The CJA Ventures Trust, Nevada
Guardian Services, LLC, Trustee $_10.00_______ 100%
ATTACHMENT I
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov
Formation - Limited-Liability Company
NRS 86 - Articles of Organization
Limited -Liability Company
NRS 86.544 - Registration of
Foreign Limited -Liability Company
NRS 89 - Articles of Organization
Professional Limited -Liability Company
NRS 86.555 - Registration of Professional
Foreign Limited -Liability Company
1. Name Being
Registered in Nevada:
(See instructions)
CJA Nevada LLC
2. Foreign Entity
Name: (Name in home
jurisdiction)
3. Jurisdiction of
Formation: (Foreign
Limited-Liability Companies)
3a) Jurisdiction of formation: 3b) Date formed:
3c) I declare this entity is in good standing in the jurisdiction of its formation.
4. Registered Agent
for Service
of Process*: (check only
one box)
Commercial Registered
Agent (name only below)
Noncommercial Registered
Agent (name and address below)
Office or position with Entity
(title and address below)
C T CORPORATION SYSTEM
Name of Registered Agent OR Title of Office or Position with Entity 701 S CARSON ST STE 200 Carson City Nevada 89701
Street Address City Zip Code
Nevada
Mailing Address (If different from street address) City Zip Code 4a. Certificate of
Acceptance of
Appointment of
Registered Agent:
I hereby accept appointment as Registered Agent for the above named Entity. If the registered agent is unable to sign the Articles of Incorporation, submit a separate signed Registered Agent Acceptance form.
X Scott A. White 07/29/2021
Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date
5. Management:
(Domestic Limited-Liability
Companies only)
Company shall be managed by: (check one box) Manager(s) OR Member(s)
6. Name and Address
of each Manager(s) or
Managing Member(s):
(NRS 86 and NRS 86.544, see
instructions)
Name and Address of
the Original
Manager(s) and
Member(s): ( NRS 89, see
instructions)
IMPORTANT:
A certificate from the
regulatory board must be
submitted showing that each
individual is licensed at
the time of filing.
1 )
Name
James Kim
Address
3752 Las Vegas Blvd. S Waldorf Astoria #3710
City
Las Vegas
State
NV
Zip Code
89158
7. Dissolution Date:
(Domestic only) Latest date upon which the company is to dissolve (if existence is not perpetual):
This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 1/1/2019
Filed in the Office of
Secretary of State
State Of Nevada
Business Number
E16427572021-5
Filing Number
20211642756
Filed On
07/29/2021 15:36:36 PM
Number of Pages
3 BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov
Formation -
Limited-Liability Company
Continued, Page 2
8. Profession to be
Practiced: (NRS 89 only)
9. Series and/or
Restricted Limited-
Liability Company:
(Optional)
Check box if a Series Limited -
Liability Company
Domestic Limited -Liability Company's only:
The Limited -Liability Company is a Restricted
Limited -Liability Company
10. Records
Office:
(Foreign Limited-Liability
Companies)
Address City State Zip code
Country
11. Street Address
of Principal Office:
(Foreign Limited-Liability
Companies)
Address City State Zip code
Country
12. Name, Address
and Signature of the
Organizer:
(NRS 86. NRS 89 -Each
*Foreign Limited -Liability Company - In the event the designated Agent for Service of Process resigns and is not replaced or the agent's authority has been revoked or the agent cannot be found or served with exercise of reasonable diligence, then the Secretary of State is hereby appointed as the Agent for Service of Process.
Organizer must be a
licensed professional.)
Name and Signature
of Manager or
Member:
(NRS 86.544 only)
See instructions
I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
Name
Suzanne Thomas
Country
United States
Address
1001 4th Avenue, Suite 4500
City
Seattle
State
WA
Zip/Postal Code
98154
X Suzanne Thomas (attach additional page if necessary)
AN INITIAL LIST OF OFFICERS MUST ACCOMPANY THIS FILING
Please include any required or optional information in space below:
(attach additional page(s) if necessary)
This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 1/1/2019
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
Registered Agent
(PURSUANT TO NRS 77.3 0 )
USE INK ONLY - DO NOT HIGHLIGHT
Commercial Registered
Agent:
Noncommercial Registered
Agent (name and address below)
Office or Position with Entity (
and address below)
Name of Registered Agent Title of Office or Position with Entity Nevada
Street Address City Zip Code
Nevada
Mailing Address (if different from street address) City Zip Code Name of Registered Agent Title of Office or Position with Entity Nevada
Street Address City Zip Code
Nevada
Mailing Address (if different from street address) City Zip Code I hereby accept appointment as Registered Agent for the above named Entity.
Date
Date
CJA Nevada LLC
Filed in the Office of
Secretary of State
State Of Nevada
Business Number
E16427572021-5
Filing Number
20211642756
Filed On
07/29/2021 15:36:36 PM
Number of Pages
3 BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov
Initial List and State
Business License
Application
Initial List Of Officers, Managers, Members, General Partners, Managing Partners, or Trustees:
CJA Nevada LLC
NAME OF ENTITY
TYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT IMPORTANT: Read instructions before completing and returning this form.
Please indicate the entity type (check only one):
Corporation
This corporation is publicly traded, the Central Index Key number is:
Nonprofit Corporation (see nonprofit sections below)
Limited-Liability Company
Limited Partnership
Limited-Liability Partnership
Limited-Liability Limited Partnership (if formed at the same time as the Limited Partnership) Business Trust
Additional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page.
CHECK ONLY IF APPLICABLE
Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 001 - Governmental Entity
006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is $200.00. Those claiming and exemption under 501(c) designation must indicate by checking box below.
Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee.
Exemption Code 002
For nonprofit entities formed under NRS Chapter 81: entities which are Unit-owners' association or Religious, Charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C $ 501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit $200.00 for the state business license.
Unit-owners' Association
Religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. $501(c)
For nonprofit entities formed under NRS Chapter 82 and 80: Charitable Solicitation Information - check applicable box Does the Organization intend to solicit charitable or tax deductible contributions? No - no additional form is required
Yes - the *Charitable Solicitation Registration Statement* is required.
The Organization claims exemption pursuant to NRS 82A 210 - the *Exemption From Charitable Solicitation Registration Statement* is required
**Failure to include the required statement form will result in rejection of the filing and could result in late fees.**
page 1 of 2
Revised: 1/1/2019
Filed in the Office of
Secretary of State
State Of Nevada
Business Number
E16427572021-5
Filing Number
20211642758
Filed On
07/29/2021 15:36:36 PM
Number of Pages
2 BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov
Initial List and State
Business License
Application - Continued
Officers, Managers, Members, General Partners, Managing Partners or Trustees:
CORPORATION, INDICATE THE MANAGER:
Name
James Kim
Country
USA
Address
3752 Las Vegas Blvd. S Waldorf Astoria #3710
City
Las Vegas
State
NV
Zip/Postal Code
89158
None of the officers and directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.
I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the office of the Secretary of State.
X Suzanne Thomas
Signature of Officer, Manager, Managing
Member, General Partner, Managing Partner,
Trustee, Member, Owner of Business,
Partner or Authorized Signer FORM WILL BE RETURNED IF
UNSIGNED
Title
Organizer
Date
07/29/2021
page 2 of 2
Revised: 1/1/2019
DOMESTIC LIMITED-LIABILITY COMPANY (86) CHARTER
I, BARBARA K. CEGAVSKE, the duly qualified and elected Nevada Secretary of State, do hereby certify that CJA Nevada LLC did, on 07/29/2021, file in this office the original Articles of Organization that said document is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said document contains all the provisions required by the law of the State of Nevada.
Certificate
Number: B202107291873396
You may verify this certificate
online at http://www.nvsos.gov
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at my
office on 07/29/2021.
Secretary of State
BARBARA K. CEGAVSKE
NEVADA STATE BUSINESS LICENSE
CJA Nevada LLC
Nevada Business Identification # NV20212187005
Expiration Date: 07/31/2022
In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.
Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.
License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived.
Certificate Number: B202107291873397
You may verify this certificate
online at http://www.nvsos.gov
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at my
office on 07/29/2021.
BARBARA K. CEGAVSKE
Secretary of State
ATTACHMENT J
Attorney Certification of Trust
I am the attorney who prepared the CJA Venhires Trust dated June 30, 2021 ("Trust"), and I attest that the attached three (3) pages are true and correct copies of the first substantive page and the signature pages of the Trust instrument.
To my information and belief, Nevada Guardian Services, LLC is currendy acting as the Trustee of the Trust.
Dated: September 23, 2021 'Pa^i^ '^3. /^tA»oj&^
Daniel C. Lorenzen ^
I certify that I am currendy acting as the Trustee of the CJA Ventures Trust dated June 30, 2021. Title to trust assets shall be taken as:
Nevada Guardian Services, LLC, Trustee, or its successors in mterest, of the CJA Ventures Trust dated June 30,2021, and any amendments thereto.
Dated: ^^^ a ^ Nevada Guardian Services, LLC
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Certification of Trust for the CJA Ventures Trust
_Page 1
The CJA Ventures Trust
Article One
Establishing the Trust
The date of this Irrevocable Trust Agreement is June 30, 2021. The parties to the agreement are James Kim (the "Settlor" or "I"), and Nevada Guardian Services, LLC (the "Tmstee").
I intend that this agreement create a valid trust under the laws of Nevada and under the laws of any state in which any trust created under this agreement is admimstered. The terms of this trust agreement prevail over any provision of Nevada law, except those provisions that are mandatory and may not be waived.
I may not serve as Trustee of any trust created under this agreement at any time.
Section 1.01 Identifying the Trust
The trust may be referred to as "Nevada Guardian Services, LLC, Tmstee of the CJA Ventures Tmst dated June 30,2021."
For the purpose of transferring property to the trust, or identifying the trust in any beneficiary or pay-on-death designation, any description referring to the trust will be effective if it reasonably identifies the trust. Any description that contains the date of the trust, the name of at least one initial or successor Tmstee and an indication that the Tmstee is holding the trust property in a fiduciary capacity will be sufficient to reasonably identify the trust.
Section 1.02 Beneficiary
The "lifetime beneficiary of the trust is James Kim, as an individual, and not in any other capacity.
Section 1.03 Reliance by Third Parties
From time to time, third parties may require documentation to verify the existence of this agreement, or particular provisions of it, such as the name or names of the Trustee or the powers held by the Trustee. To protect the confidentiality of this agreement, the Trustee may use an affidavit or a certification of trust that identifies the Trustee and sets forth the authority of the Trustee to transact business on behalf of the tmst in lieu of providing a copy of this agreement.
The affidavit or certification may include pertinent pages from this agreement, such as title or signature pages.
CJA Ventures Trust
1-1
124336610.5
hiown address of the party requiring notice. Mailed notice is effective on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice will be effective on the date it would normally have been received via certified mail. If the party requiring notice is a minor or incapacitated individual, notice will be given to the parent or Legal Representative.
(f) Severability
The invalidity or unenforceability of any provision of this trust does not affect the validity or enforceability of any other provision of this trust. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this tmst are to be interpreted as if the invalid provision had never been included.
I have executed this trust on June 30, 2021. This Irrevocable Trust Agreement is effective when signed by me, whether or not now signed by a Trustee.
Jiiwi-S kiiy^
By: James Kim, Trustee, as Settlor
Nevada Guardian Services, LLC, Trustee
By:.O^A//1
Susan M. Hoy
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CJA Ventures Trust
10-65
124336610.5
known address of the party requiring notice. Mailed notice is effective on the date of the return receipt If a party giving notice does uot receive Ac return receipt but has proof that he or she mafled the uodce, notice will be effective on the date it would normally have been received via certified mail. If the party requiring notice is a minor or incapacitated individual, notice wiU be given to the parent or Legal Representative.
(f) Severabflity
The invalidity or unenforceability of any provision of this trust does not affect the validity or enforceabflily of any other provision of this trust. If a court of competent jurisdiction detemunes that any provision is invalid, the remammg provisions of this trust are to be interpreted as if the invalid provision had never been mduded.
I have executed this trust on June 30,2021. This Irrevocable Trust Agreement is effective when signed by me, whether or not now signed by a Trustee.
By: James Kim, Trustee, as Setdor
Nevada Guardian Services, LLC, Trustee
^^^v^^
Susan M.iM.Hoy
Its:_
CJA Ventures Trust
10-65
124336610.5
ATTACHMENT K
Dated: June 25, 2018
ATTACHMENT L
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Articles of Organization
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Slate of Nevada
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BOLICK & BOYER
10785 WEST TWAIN AVENUE SUITE 200
LAS VEGAS NV 89135
** PXiEASE NOTE: YOU M^Y NOW FILE YOUR ANNUAL
LIST ONLINE AT WWW.SECRETARYOFSTATE.BIZ **
Dtf THE ABOVE (NFORMATION 18 INCORRECT. PLEASE CHECK THIS BOX AND A CHANGE OF RESIDENT AQEHT/ADDRE9S FORMWlLl BE SENT.
THE ABOVE SPACE IS FOR OFFICE USE ONLY
PLEA9S RGAD INSTRUCTIONS BEFORE COMPI^TINQ AND RETURNma THiS FORM.
1. fneluda the namps and adrfnuia, althT wKdfliwo or buflhwaa, tor all manBgara, or ff npna> hs manBglng rrwm&flrt. Last yeara fnformation ha> town pwprinftd, ifyad tined 10 msKe enangct. eroee oul tfte fncorfacl Infarmgtion and lnfl»n lh» new intennatlon above it. A managar, or ff none, a mnmiglng momtwr ff tha companf must syn ?a form.
FORM WILL B6 RSTUHNSD IP UNSlGiNEO.
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ATTACHMENT M
ATTACHMENT N
ATTACHMENT O
ATTACHMENT P
124472336.2
OPERATING AGREEMENT
OF
ZAN NEVADA LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (the
“Agreement”) of ZAN NEVADA LLC (the “Company”) is entered into effective as of July 29, 2021, by and between Nevada Guardian Services, LLC, as Trustee of the Zan Family Trust , as the sole member (the “ Member”) of the Company, and James Kim, as the sole manager (the “Manager”) of the Company.
RECITAL
The Company has been formed as a limited liability company under the laws of the State of Nevada. The Member and the Managers desire to enter into a written agreement, in accordance with the provisions of Chapter 86 of the Nevada Revised Statutes and any successor statute, as amended from time to time (the “Act”), governing the affairs of the Company and the conduct of its business.
ARTICLE 1
THE LIMITED LIABILITY COMPANY
1.1 Formation. The Company was formed on July 29, 2021 as a limited liability company pursuant to the provisions of the Act. Articles of Orga nization for the Company as described in the Act (the “ Articles”) have been filed in the Office of the Secretary of State of the State of Nevada in conformity with the Act.
1.2 Name. The name of the Company shall be “ ZAN NEVADA LLC” and its business shall be carried on in such name with such variations and changes as the Member shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.
1.3 Business Purpose; Powers . T he Company is formed for the purpose of engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.
1.4 Registered Office and Agent. The registered office and registered agent of the Company are designated in the Articles.
1.5 Term. Subject to the provisions of Article 6 below, the Company shall have perpetual existence.
2 124472336.2
ARTICLE 2
THE MEMBER
2.1 The Member. The name of the Member and such Member’s initial capital contribution to the Company are set forth on Exhibit A attached hereto.
2.2 Actions by the Member; Meetings. Meetings of the Member may be called at any time by the Member. Subject to Article 3, the Member may approve a matter or take any action at a meeting or without a meeting by the written consent of the Member.
2.3 Liability of the Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.
2.4 Admission of Members . Persons or entities may be admitted as members of the Company only upon the prior written approval of the Member.
ARTICLE 3
MANAGEMENT AND INDEMNIFICATION
3.1 Manager. The Company shall be managed by one (1) manager. The initial Manager of the Company will be James Kim (the “Manager”). The Manager shall hold such office until the earlier of its resignation, withdrawal, bankruptcy, adjudication of insanity or incompetency, death or removal in accordance with this Agreement. In the event of the resignation, withdrawal, bankruptcy, adjudication of insanity or incompetency, removal, death or termination of employment (if applicable) of a Manager, a successor Manager shall be appointed by the Member.
The Member may remove any Manager at any time for any reason or no reason by affirmative vote or written consent.
3.2 Powers of the Manager . The Manager shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to Section 3.4 and the other provisions of this Agreement and the requirements of the Act, to manage, control, administer, and operate the business and affairs of the C ompany for the purposes herein stated, and to make all decisions affecting such business and affairs, including, without limitation, for Company purposes, the power to:
(a) Acquire by purchase, lease, or otherwise, any property, tangible or intangible;
(b) Enter into agreements and contracts and to give receipts, releases, and discharges;
3 124472336.2
(c) Purchase liability and other insurance to protect the Company’s properties and business;
(d) Borrow money for and on behalf of the Company, and, in connection therewith, execute and deliver instruments authorizing the confession of judgment against the Company and grant security in Company assets in connection therewith and enter into guarantees of subsidiary indebtedness; (e) Execute any and all other instruments and documents which may be necessary or in the opinion of the Manager desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Company; (f) Make any and all expenditures which the Manager, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of their obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Company; and
(g) Enter into any kind of activity necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company.
3.3 Officers.
(a) Appointment of Officers . The Company’s officers shall consist of such officers that the Manager may from time to time create , including, but not limited to a Chief Executive Officer, a President, a Secretary, a Chief Financial O fficer, a Chief Operating Officer, one (1) or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers (the officers elected or appointed as provided herein being referred to as the “ Officers,” and each, an “Officer ”). The Manager shall elect or appoint the Officers and may also specifically authorize other Officers to appoint the persons who shall hold such offices. An Officer may, but need not be, an owner or employee of a Member or its Affiliate. (b) Officer Powers and Duties . Each Officer will have the same powers, duties and responsibilities as officers in a limited liability company holding the same title. Such Officers shall have power and authority to sign documents for and otherwise bind the Company as may be authorized by the Manager; provided, that no Officer shall take any action expressly reserved by this Agreement to the Member or the Manager.
3.4 Actions Requiring the Vote of the Member. The following actions shall require the affirmative vote or written consent of the Member:
(a) Any act that would make it impossible to carry on the ordinary business of the Company;
4 124472336.2
(b) Any amendment to the Articles or this Agreement;
(c) Any merger or consolidation of the Company with or into any third party, or a sale, lease, conveyance or other disposition (whether in one transaction or a series of related transactions) of all or substantially all of the operating and other assets of the Company, or the effectuation by the Company of any other transaction or series of related transactions, in each such case, as a result of which either: (i) the Member of the Company immediately prior thereto does not own, directly or indirectly, at least a majority of the outstanding voting and/or other securities of the surviving, resulting or consolidated entity; or (ii) the Company does not own, directly or indirectly, all or substantially all of its operating and other assets;
(d) Any material change in the Company’s business;
(e) The liquidation, dissolution, or winding up of the Company; (f) Filing a petition for bankruptcy, or consenting to the institution of bankruptcy or insolvency proceedings against the Company, or filing a petition seeking, or consenting to, relief under any law relating to bankruptcy or insolvency;
(g) Commencing or settling any lawsuit, arbitration or other similar action, other than a lawsuit, arbitration or other similar action brought in the name of the Company against a Member;
(h) Any confession of a judgment against the Company;
(i) To transfer or otherwise dispose of the whole or any material part of the assets or undertaking or intellectual property rights of the Company; (j) Any agreement between the Company and its Member or any Affiliate of any Member;
(k) The admission of any new Member and the issuance of any Membership Interest in the Company (including options or warrants to convertible into Membership Interests in the Company).
3.5 Manager Compensation and Reimbursement. A Manager may be paid reasonable and customary compensation for services rendered to the Company and shall be reimbursed for any expense properly incurred acting as Manager on behalf of the Company. This paragraph does not preclude a Manager from serving the Company or an Affiliate of the Company in any other capacity and receiving compensation for the services such Manager renders in that other capacity.
5 124472336.2
3.6 Related Party Transactions. A Manager may cause the Company to obtain products , investments, or services , including investment advisory services, from a Manager or from entities controlling, controlled by or under common control with any Manager and to pay such Manager or any affiliated entity reasonable or customary fees for such products, investments, or services.
3.7 Exculpation. No (i) Member, (ii) trustee, shareholder, member or other holder of an equity interest of any Member, (iii) Manager, or (i v) manager, officer or director of any of the foregoing (each of the Persons described in clause (i) through and including (iv), a “Covered Person”), shall be liable to the Company or to any other Member for monetary damages for any losses, claims, damages or liabilities arising from any act or omiss ion performed or omitted by it and arising out of or in connection with this Agreement or the Company’s business or affairs; provided, however, such act or omission (A) was taken in good faith, was reasonably believed to be in, or not opposed to, the best interests of the Company and was within the scope of authority granted to such Covered Person, (B) was not attributable to such Covered Person’s fraud, gross negligence, bad faith, or willful misconduct, and (C) was not a material breach of the Covered Person’s obligations under this Agreement. No Manager shall be liable to the Company for contracting or transacting on behalf of the Company with an affiliate of the Manager.
3.8 Indemnification.
(a) The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Manager, Member and Officer of the Company and each of their affiliates (collectively, the “Indemnitees”), from and against any losses, claims, demands, liabilities, costs, damages, expenses and causes of action to which such Indemnitee may become subject in connection with any matter arising out of or incidental to any act performed or omitted to be performed by any such Indemnitee in connection with this Agreement or the Company’s business or affairs; provided, however, that such act or omission (A) was taken in good faith, was reasonably believed by the applicable Indemnitee to be in, or not opposed to, the best interest of the Company and within the scope of authority granted to such Manager or applicable Indemnitee, (B) in the case of a Manager or related Indemnitee, was not attributable to such Indemnitee’s fraud, gross negligence, bad faith, criminal acts or willful misconduct, or (C) was not a material breach of such person’s obligations under this Agreement. Any indemnity under this Section 3.8(a) shall be paid solely out of and to the extent of the Company’s assets and shall not be a personal obligation of any Member, and in no event will any Member be required, or permitted to contribute additional capital to the Company to enable the Company to satisfy any obligation under this Section 3.8(a). Each Indemnitee shall indemnify, defend and hold harmless the Company and the Member (excluding the Indemnitee ) for any losses arising from any actions of the Indemnitee that constitute gross negligence, knowing criminal misconduct or fraud.
6 124472336.2
(b) If the Company or any of its successors or assignees consolidates with or merges into any other entity and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provisions shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of the Manager as in effect immediately before such transaction, whether such obligations are contained in this Agreement or elsewhere, as the case may be.
The provisions of this Section 3.8 shall survive for a period of four (4) years from the date of dissolution of the Company; provided that, if at the end of such period there are any actions, proceedings or investigations then pending, any Indemnitee may so notify the Company and the Member at such time (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of this Section 3.8 shall survive with respect to each such action, proceeding or inves tigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until such date that such action, proceeding or investigation is finally resolved.
ARTICLE 4
CAPITAL STRUCTURE AND CONTRIBUTIONS
4.1 Capital Stru cture. The capital structure of the Company shall consist of one class of common interests (the “ Common Interests”). All Common Interests shall be identical with each other in every respect. The Member shall own all of the Common Interests issued and outstanding.
4.2 Capital Contributions . From time to time, the Member may determine that the Company requires capital and may make capital contribution(s) in an amount determined by the Member. A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.
ARTICLE 5
PROFITS, LOSSES AND DISTRIBUTIONS
5.1 Profits and Losses. For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Manager. In each year, profits and losses shall be allocated entirely to the Member.
5.2 Distributions. The Manager shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Manager. The distributions of the Company shall be allocated entirely to the Member.
7 124472336.2
ARTICLE 6
EVENTS OF DISSOLUTION
The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events (each, an “Event of Dissolution”):
(a) The Member’s affirmative vote or written consent for dissolution; or
(b) Entry of a decree of judicial dissolution pursuant to the Act.
No other event, including, without limitation, the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member, shall cause the dissolution of the Company; provided, however, that in the event of any occurrence resulting in the termination of the continued membership of the last remaining member of the Company, the Company shall be dissolved unless, within 90 days following such event, the personal representative of the last remaining member agrees in writing to continue the Company and to the admission of such personal representative (or any other person or entity designated by such personal representative) as a member of the Company, effective upon the event resulting in the termination of the continued membership of t he last remaining member of the Company.
ARTICLE 7
TRANSFER OF INTERESTS IN THE COMPANY
The Member may sell, assign, transfer, convey, gift, exchange, pledge, hypothecate or otherwise dispose of (“Transfer”) any or all of its Common Interests to any person or entity; provided, however, that such person or entity to whom such Common Interests are Transferred shall be an assignee and shall have no right to participate in the Company’s business and affairs unless and until such person or entity shall be admitted as a m ember of the Company upon (i) the prior written approval by the Member pursuant to Section 2.4 of this Agreement and (ii) receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are Transferred agreeing to be bound by the terms of this Agreement.
ARTICLE 8
MISCELLANEOUS
8.1 Tax Treatment. Unless otherwise required by applicable law, the Company shall be disregarded as an entity separate from the Member for U.S. federal tax purposes (and analogous state or local tax purposes) in accordance with Treasury Regulation Section 301.7701-3(b)(1)(ii) until such time as the Company (i) has more than one member, or (ii) makes an election to change such classification by filing IRS Form 8832 (Entity Classification Election) or an y successor form.
8 124472336.2
8.2 Amendments. Amendments to this Agreement and to the Articles shall be effective only if approved in writing by the Member. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval.
8.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member or the Manager reg arding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision, which most closely approximates the intent and economic effect of the invalid or unenforceable provision.
8.4 Complete Agreement. This Agreement, together with all exhibits hereto, constitutes the complete and exclusive statement of the agreement between the Member and Manager with respect to the subject matter thereof. This Agreement supersedes all prior written and oral statements, including any prior representation, statement, condition, or warranty.
8.5 Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, execu tors, administrators, personal and legal representatives, successors, and permitted assigns.
8.6 Third Party Beneficiaries . The provisions of this Agreement are solely for the benefit of the Company and the Member. This Agreement shall not be deemed to create any rights or benefits in favor of any other person.
8.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to the principles of conflicts of laws thereof.
8.8 Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Nevada or any other laws.
8.9 Execution in Counterparts . This Agreement may be executed simultaneously in two or more counterpart s, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day first above written.
MEMBER:
The Zan Family Trust, Nevada Guardian
Services, LLC, Trustee,
^2^w /1-
/ By: Susan M.Hoy
ItS: /U--^! t^f
f
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MANAGER: /,
JAMES KIM
124472336.2
124472336.2
EXHIBIT A
NAME AND ADDRESS CAPITAL
CONTRIBUTION
OWNERSHIP
PERCENTAGE
The Zan Family Trust, Nevada
Guardian Services, LLC, Trustee $__10.00______ 100%
ATTACHMENT Q
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov
Formation - Limited-Liability Company
NRS 86 - Articles of Organization
Limited -Liability Company
NRS 86.544 - Registration of
Foreign Limited -Liability Company
NRS 89 - Articles of Organization
Professional Limited -Liability Company
NRS 86.555 - Registration of Professional
Foreign Limited -Liability Company
1. Name Being
Registered in Nevada:
(See instructions)
Zan Nevada LLC
2. Foreign Entity
Name: (Name in home
jurisdiction)
3. Jurisdiction of
Formation: (Foreign
Limited-Liability Companies)
3a) Jurisdiction of formation: 3b) Date formed:
3c) I declare this entity is in good standing in the jurisdiction of its formation.
4. Registered Agent
for Service
of Process*: (check only
one box)
Commercial Registered
Agent (name only below)
Noncommercial Registered
Agent (name and address below)
Office or position with Entity
(title and address below)
C T CORPORATION SYSTEM
Name of Registered Agent OR Title of Office or Position with Entity 701 S CARSON ST STE 200 Carson City Nevada 89701
Street Address City Zip Code
Nevada
Mailing Address (If different from street address) City Zip Code 4a. Certificate of
Acceptance of
Appointment of
Registered Agent:
I hereby accept appointment as Registered Agent for the above named Entity. If the registered agent is unable to sign the Articles of Incorporation, submit a separate signed Registered Agent Acceptance form.
X Scott A. White 07/29/2021
Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date
5. Management:
(Domestic Limited-Liability
Companies only)
Company shall be managed by: (check one box) Manager(s) OR Member(s)
6. Name and Address
of each Manager(s) or
Managing Member(s):
(NRS 86 and NRS 86.544, see
instructions)
Name and Address of
the Original
Manager(s) and
Member(s): ( NRS 89, see
instructions)
IMPORTANT:
A certificate from the
regulatory board must be
submitted showing that each
individual is licensed at
the time of filing.
1 )
Name
James Kim
Address
3726 Las Vegas Blvd. S., Unit 2012W
City
Las Vegas
State
NV
Zip Code
89158
7. Dissolution Date:
(Domestic only) Latest date upon which the company is to dissolve (if existence is not perpetual):
This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 1/1/2019
Filed in the Office of
Secretary of State
State Of Nevada
Business Number
E16428512021-0
Filing Number
20211642850
Filed On
07/29/2021 15:55:19 PM
Number of Pages
3 BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov
Formation -
Limited-Liability Company
Continued, Page 2
8. Profession to be
Practiced: (NRS 89 only)
9. Series and/or
Restricted Limited-
Liability Company:
(Optional)
Check box if a Series Limited -
Liability Company
Domestic Limited -Liability Company's only:
The Limited -Liability Company is a Restricted
Limited -Liability Company
10. Records
Office:
(Foreign Limited-Liability
Companies)
Address City State Zip code
Country
11. Street Address
of Principal Office:
(Foreign Limited-Liability
Companies)
Address City State Zip code
Country
12. Name, Address
and Signature of the
Organizer:
(NRS 86. NRS 89 -Each
*Foreign Limited -Liability Company - In the event the designated Agent for Service of Process resigns and is not replaced or the agent's authority has been revoked or the agent cannot be found or served with exercise of reasonable diligence, then the Secretary of State is hereby appointed as the Agent for Service of Process.
Organizer must be a
licensed professional.)
Name and Signature
of Manager or
Member:
(NRS 86.544 only)
See instructions
I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
Name
Suzanne Thomas
Country
United States
Address
1001 4th Avenue, Suite 4500
City
Seattle
State
WA
Zip/Postal Code
98154
X Suzanne Thomas (attach additional page if necessary)
AN INITIAL LIST OF OFFICERS MUST ACCOMPANY THIS FILING
Please include any required or optional information in space below:
(attach additional page(s) if necessary)
This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 1/1/2019
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
Registered Agent
(PURSUANT TO NRS 77.3 0 )
USE INK ONLY - DO NOT HIGHLIGHT
Commercial Registered
Agent:
Noncommercial Registered
Agent (name and address below)
Office or Position with Entity (
and address below)
Name of Registered Agent Title of Office or Position with Entity Nevada
Street Address City Zip Code
Nevada
Mailing Address (if different from street address) City Zip Code Name of Registered Agent Title of Office or Position with Entity Nevada
Street Address City Zip Code
Nevada
Mailing Address (if different from street address) City Zip Code I hereby accept appointment as Registered Agent for the above named Entity.
Date
Date
ZAN Nevada LLC
Filed in the Office of
Secretary of State
State Of Nevada
Business Number
E16428512021-0
Filing Number
20211642850
Filed On
07/29/2021 15:55:19 PM
Number of Pages
3 BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov
Initial List and State
Business License
Application
Initial List Of Officers, Managers, Members, General Partners, Managing Partners, or Trustees:
Zan Nevada LLC
NAME OF ENTITY
TYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT IMPORTANT: Read instructions before completing and returning this form.
Please indicate the entity type (check only one):
Corporation
This corporation is publicly traded, the Central Index Key number is:
Nonprofit Corporation (see nonprofit sections below)
Limited-Liability Company
Limited Partnership
Limited-Liability Partnership
Limited-Liability Limited Partnership (if formed at the same time as the Limited Partnership) Business Trust
Additional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page.
CHECK ONLY IF APPLICABLE
Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 001 - Governmental Entity
006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is $200.00. Those claiming and exemption under 501(c) designation must indicate by checking box below.
Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee.
Exemption Code 002
For nonprofit entities formed under NRS Chapter 81: entities which are Unit-owners' association or Religious, Charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C $ 501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit $200.00 for the state business license.
Unit-owners' Association
Religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. $501(c)
For nonprofit entities formed under NRS Chapter 82 and 80: Charitable Solicitation Information - check applicable box Does the Organization intend to solicit charitable or tax deductible contributions? No - no additional form is required
Yes - the *Charitable Solicitation Registration Statement* is required.
The Organization claims exemption pursuant to NRS 82A 210 - the *Exemption From Charitable Solicitation Registration Statement* is required
**Failure to include the required statement form will result in rejection of the filing and could result in late fees.**
page 1 of 2
Revised: 1/1/2019
Filed in the Office of
Secretary of State
State Of Nevada
Business Number
E16428512021-0
Filing Number
20211642852
Filed On
07/29/2021 15:55:20 PM
Number of Pages
2 BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov
Initial List and State
Business License
Application - Continued
Officers, Managers, Members, General Partners, Managing Partners or Trustees:
CORPORATION, INDICATE THE MANAGER:
Name
James Kim
Country
USA
Address
3726 Las Vegas Blvd. S., Unit 2012W
City
Las Vegas
State
NV
Zip/Postal Code
89158
None of the officers and directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.
I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the office of the Secretary of State.
X Suzanne Thomas
Signature of Officer, Manager, Managing
Member, General Partner, Managing Partner,
Trustee, Member, Owner of Business,
Partner or Authorized Signer FORM WILL BE RETURNED IF
UNSIGNED
Title
Organizer
Date
07/29/2021
page 2 of 2
Revised: 1/1/2019
DOMESTIC LIMITED-LIABILITY COMPANY (86) CHARTER
I, BARBARA K. CEGAVSKE, the duly qualified and elected Nevada Secretary of State, do hereby certify that Zan Nevada LLC did, on 07/29/2021, file in this office the original Articles of Organization that said document is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said document contains all the provisions required by the law of the State of Nevada.
Certificate
Number: B202107291873520
You may verify this certificate
online at http://www.nvsos.gov
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at my
office on 07/29/2021.
Secretary of State
BARBARA K. CEGAVSKE
NEVADA STATE BUSINESS LICENSE
Zan Nevada LLC
Nevada Business Identification # NV20212187030
Expiration Date: 07/31/2022
In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.
Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.
License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived.
Certificate Number: B202107291873525
You may verify this certificate
online at http://www.nvsos.gov
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at my
office on 07/29/2021.
BARBARA K. CEGAVSKE
Secretary of State
ATTACHMENT R
Attorney Certification of Trust
I am the attorney who prepared the Zan Family Trust dated June 30,2021 ("Trust"), and I attest that the attached three (3) pages are true and correct copies of the first substantive page and the signature pages of the Trust instrument.
To my information and belief, Nevada Guardian Services, LLC is currendy acting as the Trustee of the Trust.
Dated: September 23,2021 ^z^/^3. /^^a^y^
Daniel C. Lorenzen ^
I certify that I am currently acting as the Trustee of the ZAN Family Tmst dated June 30, 2021. Title to trust assets shall be taken as:
Nevada Guardian Services, LLC, Trastee, or its successors in interest, of the ZAN Family Trust dated June 30,2021, and any amendments thereto.
Dated: '/ v-") I ft sH Nevada Guardian Services, LLC
/Qu^ /l j€-^
By: .S^-C^ //?. /A<^->
its: n^&L^^
f
Certification of Trust for the ZAN Family Tmst
The ZAN Family Trust
Article One
Establishing the Trust
The date of this Irrevocable Trust Agreement is June 30, 2021. The parties to the agreement are James Kim (the "Setdor" or I), and Nevada Guardian Services, LLC (the "Tmstee").
I intend that this agreement create a valid trust under the laws of Nevada and under the laws of any state in which any trust created under this agreement is administered. The terms of this trust agreement prevail over any provision of Nevada law, except those provisions that are mandatory and may not be waived.
I may not serve as Trustee of any tmst created under this agreement at any time.
Section 1.01 Identifying the Trust
The trust may be referred to as "Nevada Guardian Services, LLC, Trustee of the ZAN Family Tmst dated June 30,2021."
For the purpose of transferring property to the trust, or identifying the trust in any beneficiary or pay-on-death designation, any description referring to the trust will be effective if it reasonably identifies the trust. Any description that contains the date of the trust, the name of at least one initial or successor Trustee and an indication that the Tmstee is holding the trust property in a fiduciary capacity will be sufficient to reasonably identify the trust.
Section 1.02 Beneficiary
The "lifetime beneficiary" of this trust is James Kim, as an individual, and not in any other capacity.
Section 1.03 Reliance by Third Parties
From time to time, third parties may require documentation to verify the existence of this agreement, or particular provisions of it, such as the name or names of the Trustee or the powers held by the Trustee. To protect the confidentiality of this agreement, the Trustee may use an a£5davit or a certification of trust that identifies the Trustee and sets forth the authority of the Trustee to transact business on behalf of the trust in lieu of providing a copy of this agreement.
The affidavit or certification may include pertinent pages from this agreement, such as title or signature pages.
ZAN Family Trust
1-1
124334806.5
hiown address of the party requiring notice. Mailed notice is effective on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice will be effective on the date it would normally have been received via certified mail. If the party requiring notice is a minor or incapacitated individual, nodce will be given to the parent or Legal Representative.
(f) Severability
The invalidity or unenforceability of any provision of this trust does not affect the validity or enforceability of any other provision of this trust. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this trust are to be interpreted as if the invalid provision had never been included.
I have executed this trust on June 30, 2021. This Irrevocable Trust Agreement is effective when signed by me, whether or not now signed by a Trustee.
JWL.S ^ivm
By: James Kim, Trustee, as Settlor
Nevada Guardian Services, LLC, Trustee
By^z
Susan JVLHoy
Its: VU-M-
ZAN Family Trust
10-65
124334806.5
hiown address of the party requiring notice. Mailed notice is effective on the date of the return receipt If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice will be effective on the date it would normally have been received via certified mail. If the party requiring notice is a minor or incapacitated individual, notice wiU be given to the parent or Legal Representative.
(f) Severabffity
The invalidity or unenfbrceability of any prcmsion of this trust does not affect the validity or enforceability of any other provision ofthds tmst. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this trust are to be interpreted as if the invalid provision had never been included.
I have executed tins trust on June 30, 2021. This Irrevocable Trust Agreement is effective when signed by me, whetiher or not now signed by a Trustee.
By: James Kim, Trustee, as Settlor
Nevada Guardian Services, LLC, Trustee
^^Oa^ A •
Susan M. Hoy
Its: Y)-^-^
ZAN Family Trust
10-65
124334806.5
ATTACHMENT S
ATTACHMENT T
SHRYNE GROUP, INC.
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
RE: COMPANY SHAREHOLDERS, OFFICERS, AND DIRECTORS
The undersigned Chief Executive Officer of Shryne Group, Inc., a California corporation (“Shryne”), hereby certifies the following is true, complete, and accurate as of September 24, 2021:
Certification of Officers and Directors
Officers:
1. Jon Avidor, Chief Executive Officer
2. Takayuki Sato, President
3. James Kim, Secretary
Directors:
1. Raquel Origel
2. James Kim
3. Jon Avidor
Certification of Shareholders
The attached schedule of shareholders annexed schedule of shareholders annexed hereto as Schedule A is a true and accurate reflection of the Company’s shareholders of record as of the date hereof, showing the number of shares owned and percentage ownership of each shareholder.
Any copy, facsimile, or other reliable reproduction of this certificate may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used.
SHRYNE GROUP, INC.
By:___________________
Jon Avidor, Chief Executive Officer
DocuSign Envelope ID: 1925766E-F925-4701-B34A-FD80AED4C880
SCHEDULE A
Schedule of Shareholders of Shryne Group, Inc. as of September 24, 2021 Name Outstanding Shares Outstanding Ownership
CJA Nevada LLC 124,072,520 23.7410%
ZAN Nevada LLC 124,072,520 23.7410%
James Kim 82,173,480 15.7237%
JL Nevada LLC 37,608,000 7.1962%
BM Grat 1 27,903,047 5.3392%
BM Grat 2 27,902,946 5.3392%
Jon Avidor 15,000,000 2.8702%
Blue Mountain Holdings 14,925,373 2.8559%
AVX Capital LLC 11,306,735 2.1635%
AC JC Irrevocable Trust dated December 23, 2020 10,000,000 1.9135% AN Family Irrevocable Trust dated December 23, 2020 10,000,000 1.9135% Jesse Robinson 10,000,000 1.9135%
Brian Mitchell 8,217,449 1.5724%
Suren Oganesyan 5,093,984 .9747%
JMJ Ventures, LLC 4,965,427 .9501%
Northstar Equities Management LLC 3,230,495 .6181%
Ben Ballinger 859,376 .1644%
Lightman Ventures LLC 789,040 .1510%
Maria Mitchell 675,837 .1293%
Audie Vergara 583,335 .1116%
Yellow Brick Capital 3 LLC 506,878 .0970%
Scott Kaplan 422,398 .0808%
JLX LLC 338,892 .0648%
Brett Dewitt 337,918 .0647%
David Hurtado 337,918 .0647%
Don Terry 254,102 .0486%
2711398 Ontario Inc. 253,439 .0485%
Bob Dewitt 253,439 .0485%
DocuSign Envelope ID: 1925766E-F925-4701-B34A-FD80AED4C880 Victoria Witham 219,647 .0420%
Bill Fay 168,959 .0323%
LJM CO LLC 101,375 .0194%
Tiffany Tran 33,627 .0064%
Common Warrants .0000%
Options and RSU's issued and outstanding .0000%
Shares available for issuance under the plan .0000%
Total Shares Outstanding 522,608,156
Fully diluted shares 100.0000%
DocuSign Envelope ID: 1925766E-F925-4701-B34A-FD80AED4C880