CB-3111272018 CPC of Pasadena, LLC Scoring Worksheet · Google AdWords, print advertising, interior signage, email campaigns, coordinated events, community engagement activities,

CITY OF PASADENA

Applicant Name: CPC of Pasadena, LLC

Reviewer: Kami Miller

Date: 3/25/19

OVERALL SCOREMaximum

Points

Points

Awarded

Percent

Score

1,575 1,452 92.19%

SECTION 1: QUALIFICATIONS OF OWNERS/ OPERATORS 750 690 92.00%

CPC Compassion has a medical dispensary expected to begin operations in Santa Monica in 2019, dispensaries

including Berkeley Compassionate Care Center, Magnolia Wellness (Oakland).

Application provided a list of cannabis business owned or in leadership positions. Provided the license number of

two microbusiness with retail operations under the OwnersInfo section.

The application provided a detailed description of the roles of owners in the day‐to‐day operations as well as

provided an introduction of the other members (non‐owners) of their team.

GENERAL COMMENTS

The applicant provided a very detailed packet and provided sufficient Standard Operating Procedures,

demonstrated extensive experience that is directly applicable to operating as a cannabis retailer, and has generally

presented themselves in a very professional manner. The application provided a great community benefits plan.

The applicant went above some of the requirements.

Experience

Cannabis Industry Knowledge

Ownership Team

The application demonstrated knowledge about the cannabis industry from legally permitted businesses.

CPC OF PASADENA'S APPLICATION FOR CANNABIS RETAILER LICENSE, CITY OF PASADENA1 OF 106

SECTION 2: BUSINESS PLAN 525 485 92.38%

Standard Operating Procedures (SOP)

The application provided detailed Standard Operating Procedures and confirmed reviewing them every there's a

regulation or ordinance change.

Financial Plan

The application provided a breakdown of their start‐up costs for buildout and opening costs totaling ;

including all operating expenses until March 2021.

The application provided a detailed six‐year pro forma, cash flow, and accounting procedures.

Funding/Proof of Capitalization

The application stated, "CIO Michael Bang estimates that CPC will require in funding. Michael has secured

commitments for cash loans to CPC totaling . CPC’s parent company, Calyx PG Holdings LLC, has

committed and partner investment company Calyx Peak Group LLC has committed "

Application also identified provided from lender Yong Jik Lee.

The application stated they have proof of funds available upon request, they were not included in the application.

Records Software

The applicant provided detailed description of all records retention protocols and identified Treez as their

designated inventory software.

Application referenced the state law and Pasadena Municipal Code for record retention.

Track‐and‐Trace

The application provided details of the state track and trace requirements.

State Testing Requirements

The applicant demonstrated detailed understanding of testing requirements and acknowledges that products will

only be purchased from State licensed cannabis companies that have met all testing requirements and provided

detailed SOP's

Employee Training

The application provided detailed Employee Training SOP's.


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SECTION 3: NEIGHBORHOOD COMPATIBILITY & ENHANCEMENT 150 144 96.00%

Design Concept Integration

Integration of Security Measures

Customer Education

Exterior Design Concept

The application provided a high degree of customer education they will delivered through knowledgeable team

members, consultations, Seed.io, strain product cards, website and social media, and via phone.

Application also mention continuing education and training for their employees.

Marketing

The application provided a detailed marketing plan that comprised of their website, social media channels,

including Instagram, Facebook and a business LinkedIn page; and digital advertising, including emphasis on SEO and

Google AdWords, print advertising, interior signage, email campaigns, coordinated events, community engagement

activities, variety of events and workshops within the City of Pasadena. Application also provided their marketing

tactics.

Community Benefits

Offer employment opportunities with Pasadena residents, donate excess revenues to Pasadena community

organizations, and contract Pasadena companies to meet facility needs. Host job fairs, train and mentor all staff,

will offer candidates competitive hourly wages and robust health care and benefits packages, attend community

meetings and receive feedback. Will contribute a minimum of over the first five years for donation to

community non‐profits, committed to donating time by participating in local and state fundraisers and community‐

oriented campaigns and events. Partnership with CannaKids and other local businesses. Member of Chamber of

Commerce.

Have determined that a property within the Old Pasadena neighborhood will best meet the requirements for our

planned dispensary. Will collaborate with organizations such as Pasadena Heritage and neighborhood associations

to ensure that the exterior of the retail facility embodies the history, culture, and unique character of Pasadena and

the specific neighborhood. Application provided a description of the architecture, materials and preservation,

landscaping, signage, lighting, entry experience, parking, and environmental/green initiatives. Images were also

included.

The application provided a lot of detail of their design concept along with photo designs: They will take into

account the environmental, aesthetic, and cultural goals prioritized by the city, CPC will target a historic building in

need of repair and will consult with HPC and Pasadena Heritage. Will adhere to city‐wide design principles in

Pasadena’s Design Guidelines for Historic Districts and the Municipal Code, Pasadena’s “Basic Principles for

Preservation, choose a location in compliance with PMC 17.50.066, preference is to locate the facility in Old

Pasadena.

The application stated all surveillance cameras will have a and modern design and will be

installed in an inconspicuous and tamper‐proof manner. Integrated equipment

were also selected with functionality and aesthetic in mind, allowing

each piece of equipment to artfully blend into the planned white brick walls and pale hues. will also form a

relationship with Pasadena’s ‘Clean Team.’ The application included a detailed security diagram.


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SECTION 4: SECURITY PLAN 150 133 88.67%

Air Quality/Odor Control

Product Access Protocols

Product Deliveries

CPC has contracted Sapphire Risk Advisory Group, LLC (Sapphire), and The Bogaard Group International, Inc. to

design CPC’s security program and strategy and provided a summary of their experience in the cannabis industry.

Application identified Matthew as the Director of Security Operations (DSO) along with his contact info. Will

provide high‐risk travel security to their retail delivery drivers and provided SOP's.

The application stated they will perform background checks via Checkr and provided guidelines for their

background checks.

The application provided their procedures and guidelines for their employee safety training education that listed all

the required areas.

Each new employee will be given an employee handbook including sections outlining a zero‐tolerance policy for

cannabis diversion and the policies and procedures concerning diversion. All employees are required to notify

security when they arrive and leaving the premises and will be searched at any time. theft/diversion training and

honest policy, diversion security measures such as key code/card access.

Application provided good cash handling procedures which consisted of different levels

The application failed to provide cash transport procedures for their

retail delivery operation; though it was mentioned in the product deliveries section.

The application indicated incorporating a HVAC; M130 Vapor Phase Unit (“M130 Unit”) in combination with the

Fresh Wave® IAQ odor eliminating solution; exhaust air filtration system using High‐Efficiency Particulate Air

(“HEPA”) filters, which filter at least 99.97% of all airborne particles;

Application provided odor management protocols which consisted of maintenance and audits, referenced the

Municipal Code, and confirmed handling waste properly.

Security Experience

Background Checks

Employee Safety Education

Employee Theft Reduction Measures

Cash Management Plan

The application confirmed utilizing a multi‐layer access system and check‐in process.

Application confirmed having various access levels for employees.

Application provided detail procedures.

The application provided sufficient detail of their procedures for delivery intake and exiting the facility. Delivery

vehicles would be loaded within a secured area.

Application stated they will acquire a license from the Bureau of Security and Investigative Services (BSIS) in order

to have in‐house security guards, who will be recruited, trained, and managed by the Bogaard Group. They will be

on the premises 24 hours a day; all team members will receive security training. Application provided security

protocols and referenced the PMC.

Security Guards


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CPC will contract a professional

the video surveillance spec met the city and state

requirements.

CPC will contract with a third‐party company, such as OmniSentry Security, to transport cash deposits in an

armored vehicle from the establishment to the bank. The application confirmed and provided procedures for daily

armored car cash pickups.

Video Camera Surveillance

Armored Vehicle


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CPC of Pasadena LLC C/O Larson & Gaston, LLP 200 S. Los Robles Ave, Suite 530 Pasadena, CA 91101

January 31, 2019

City of Pasadena Planning & Community Development Department 175 North Garfield Avenue Pasadena, CA 91101

Subject: Consideration of CPC of Pasadena LLC for a Retail Commercial Cannabis Permit Dear City of Pasadena Selection Committee Members,

On behalf of the CPC of Pasadena LLC (“CPC”) team, thank you for accepting our retail medical and adult-use (Type 10 storefront) commercial cannabis permit application. We are excited about the prospect of serving the residents and patients of this storied and eclectic community.

Our Director of Security Operations and Community Outreach, Matt Bogaard, has served as our team’s guide to Pasadena. As a lifelong resident and business owner, he is passionate about this community—its established and respected businesses, its community groups and nonprofits, and its people. Our entire team has come to share his passion for this place. We know what a privilege it would be to open our next dispensary here.

Our team is driven by its heart: a shared passion for patients, underscored by deeply personal stories. Our CMO, Dr. Paul Song, is a radiation oncologist who has seen the benefits of medicinal cannabis reported by his patients over the past decade.

Our Dispensary General Manager Grace Noe is

Most other team members have seen loved ones benefit from medicinal cannabis. As a result, we have coalesced around our mission: facilitating access to a cannabis retail experience that honors local sensibilities, supports the planet, and serves both patients and the community with respect, compassion, and joy.

In our enclosed application, we convey our vision for creating a premier cannabis boutique with an emphasis on quality, sustainable practices, and community. To bring this vision to life, we will build on our greatest strengths—the experience and compassion of our diverse team. With more than 60 combined years of experience owning and operating dispensary, cultivation, manufacturing, and retail-delivery licenses in five regulated cannabis markets throughout the U.S., we are confident we can make this vision a reality. Led by CEO Edward Schmults, COO Debby Goldsberry, Dispensary General Manager Grace Noe, and Director of Security Operations and Community Outreach Matt Bogaard, Ph.D., our management team will foster a successful patient- and customer-oriented dispensary.

Leveraging the team’s experience managing renowned retail operations such as Patagonia, REI, the Magnolia dispensary in Oakland, CA and LivWell in Denver, CO, we will create, design, and operate a world-class retail shop. Matt Bogaard, a member of Pasadena Heritage, a historic preservation non-profit, has a proven commitment to preserving the architectural traditions of Pasadena’s historic districts. CPC will select an existing structure for its storefront and Matt will guide CPC’s design choices to ensure the storefront reflects the original character of the building and fits seamlessly with the neighborhood’s architectural style. CPC’s proposed dispensary design, depicted in detail within Section 3, illustrates our commitment to sustainability, interior and exterior aesthetics, and a pursuit of excellence that reflects the

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unique style of Pasadena. In addition, CPC’s founders and owners are dedicated to and have a proven history of creating a company culture of inclusiveness and empathy. We are committed to treating patients, customers, and employees with respect and courtesy.

Community Engagement is a cornerstone of the CPC business model. Put simply: We know how to give back to our community. We have demonstrated this consistently in our cannabis and non-cannabis industry business endeavors over the years. Our COO, Debby Goldsberry, has been a leading activist in the cannabis industry for three decades, advocating for both patients and workers. She co-founded multiple groups, including the Medical Cannabis Safety Council (MCSC) and the Cannabis Action Network (CAN). What’s more, Debby is a top-rated mentor at Gateway Incubator in Oakland helping entrepreneurs from disadvantaged backgrounds enter the cannabis business. She’s also been active in fostering collective bargaining processes for cannabis store workers. With this background, it is no surprise that the events calendar at Debby's Oakland dispensary, Magnolia Wellness, goes beyond the usual cannabis educational events and offers everything from free clinics by local chiropractors, to wellness and social groups for seniors, to caregivers’ support groups. As COO, Debby will bring this energy to providing services tailored to the Pasadena community. She will orchestrate services encompassing cannabis and career education, paid volunteer days by our employees, collection drives on behalf of local women’s shelters, and a combination of in-kind and financial donations to non-profits.

Supporting Debby is our Director of Security Operations and Community Outreach, Matt Bogaard. As a local resident, business owner, and active member of the Pasadena community, Matt has forged many local and regional partnerships. He’s been particularly active with children’s welfare, including his work with the Huntington Hospital's SCRUBS giving society, which supports pediatric intensive care units. For many years, Matt has worked closely with the Pasadena Police Activities League (PPAL), an organization that offers children after-school and summer educational programs.

At CPC, we all share Matt’s passion for children’s health and well-being. Our management team supports CannaKids, a women-owned California collective that provides cannabis-based medicine to critically-ill children. Since 2017, we have contributed to CannaKids’ operations in several states, helping the organization gain broader exposure. CPC will offer CannaKids’ Nursing Consultation Services to children whose parents are interested in exploring the benefits of cannabis-based medicine. Finally, CPC of Pasadena is a member of the Pasadena Chamber of Commerce. CPC of Pasadena plans to serve as a link between the City’s cannabis industry and other community businesses. Generating a Positive Economic Impact in Pasadena is a core part of the CPC mission. Our proposed business model will result in nearly in payroll within FY1, increasing to by FY3. In addition, we’ve designed a Pasadena-focused recruitment and job training program to create opportunities for city residents. Our management team currently employs nearly 200 people across 28 licenses.

To benefit the broader local business community, we’ve developed a program we call Pasadena First. The core tenet of the program is to source from Pasadena and the immediately surrounding areas, whenever possible. We’ve developed a list of select vendors, such as sustainability consultants and facility service providers that meet the criteria set forth by CPC’s management team. These criteria include businesses being located within the City or surrounding area; being a member of the Pasadena Chamber of Commerce; having a designation as a small diverse business, such as women business enterprise (WBE) or minority business enterprise (MBE); demonstrating a history of community philanthropy; and following hiring practices that align with our values, especially as they relate to hiring individuals impacted by cannabis criminalization. This list will be re-evaluated twice annually and shared with all employees responsible for purchasing or vendor selection.

Environmentally Sustainable Operations are a CPC requirement for all of our licensed cannabis facilities. To minimize our environmental footprint, our business model includes a holistic environmental impact plan that starts with construction and extends through ongoing operations. Our plan encompasses everything from our physical installation, to sustainable product procurement, to employee/customer

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incentive programs, such as our “bike to CPC” initiative. Our design includes environmentally-friendly features, such as solar panels and a highly efficient air filtration system that is not only environmentally friendly but also completely prevents odor emissions from the facility.

CPC will follow Pasadena Chamber of Commerce recommendations for ‘greening our business’ including the installation of low-impact vegetation, such as succulents and cacti; purchasing Energy Star appliances, as well as dishes, flatware, and glassware to limit the use of disposable utensils and paper products. We will install low-flow faucets, toilets, and high-efficiency hand dryers in restrooms and will provide our employees with reusable water bottles and a water cooler within the employee break room. To encourage both employees and customers to bike to our location, we plan to install exterior bike racks.

We’ve demonstrated our commitment to environmental sustainability in all previous cannabis operations, most notably within our Ohio cultivation facility where we elected to install energy-efficient LED lighting instead of heat-intensive, high-pressure sodium lights typically used within the industry. For our proposed Pasadena location, we plan to request bids from local Pasadena energy consulting companies, as recommended by the Pasadena Chamber of Commerce, to evaluate the best steps we can take towards environmental sustainability at the location, with the goal of attaining LEED certification.

Security and Safety for our employees and customers are of the utmost importance to the CPC management team. To that end, CPC has hired Matt Bogaard as the Director of Security Operations and Community Outreach, as well as Tony Gallo as Director of Security Design. With 25 years of experience in law enforcement and security, Matt is a seasoned expert. His 15 years of law enforcement in the City of San Marino spanned a variety of assignments, including recruiting, training, media relations, and community outreach. As a Detective, he investigated kidnappings for ransom, highly complex financial fraud cases, and other criminal activities. Matt’s firm, Bogaard Group International, Inc., has consulted with and advised other clients on cannabis retail locations in Nevada, New York, and California. Matt will be responsible for providing oversight and direction on all security operations on an ongoing basis. Tony Gallo, the Managing Partner of Sapphire Risk Advisory Group, has been overseeing the security plan and design for cannabis facilities throughout the U.S. for the past five years. His security plans regularly receive among the highest scores in states with competitive license applications, including the highest security scores in Texas, Pennsylvania, and Arkansas. Tony will use this extensive experience to design CPC’s security plan, going beyond industry best practices.

Financial Planning is a strong suit of the CPC team. Erin Carachilo, Chief Financial Officer, Michael Bang, Chief Investment Officer, and Howard Keum, Chief Administrative Officer have more than sixty years of combined experience in the financial sector. Together with input from our entire management team, they have developed a six-year financial plan outlining the financial requirements for starting-up and operating our proposed Pasadena dispensary. To achieve our plans, CPC has secured in funds to be contributed by our investor base. While CPC anticipates needing for start-up costs and operations, as described further within Section 2— Financial Plan, we recognize that cannabis is an evolving area of governance and have secured additional funds to meet any contingency. A successful cannabis dispensary will benefit Pasadena patients, customers, and the greater community of Pasadena. We are confident in our team’s collective experience and secure in the knowledge that we have the tools and vision to own and operate a sophisticated and welcoming dispensary.

On behalf of the entire CPC team, thank you for your consideration. Sincerely,

Edward Schmults, CEO, CPC of Pasadena

CPC PASADENA

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CPC of Pasadena LLC Commercial Cannabis Application (Retail) 1 of 73

SECTION 1: QUALIFICATIONS OF OWNER/OPERATORS

INTRODUCTION TO CPC OF PASADENA

CPC of Pasadena, herein referred to as “CPC,” brings together an exceptional team of entrepreneurs, medicinal cannabis industry veterans, and highly qualified support staff.

CEO Edward Schmults has over 30 years of experience in retail, including leadership roles at REI, Patagonia, and FAO Schwarz. Under Ed’s direction, CPC will emphasize the procurement of high-quality products, adoption of green policies and the implementation of strategies designed to enhance the consumer experience. Ed’s team for this project is comprised of a physician in practice for 20 years who is also the President of CPC Compassion in Santa Monica; a 30-year veteran of the cannabis industry, activist, and entrepreneur who owns and operates one of the most well-regarded dispensaries in California; and two experts with backgrounds in regulatory affairs and quality control/assurance; supported by executive management professionals, each with 20 or more years of experience in global branding, product development, technology, high risk security, or financial investments.

Over the last three years, our leadership team has worked together to develop winning cannabis license applications, as well as own and operate commercial cannabis businesses in multiple states. Our Chief Medical Officer, Dr. Paul Song, and our Chief Investment Officer, Hyong-gue “Michael” Bang, are partners in state-licensed cultivation operations in Nevada, Ohio, and California. They’ve also won additional permits for manufacturing in Ohio and California, (not yet operational) and a dispensary permit in Santa Monica, California. In Massachusetts, they’ve been successful in obtaining local conditional approval for a cultivation and extraction facility in the City of Worcester, and are in the process of applying for their state license.

As Paul and Michael have expanded their operations into the retail market, they have focused on building a top-notch leadership team, including hiring Ed as CEO. For their successful Santa Monica dispensary bid, they partnered with Debby Goldsberry, CPC’s COO and a 30-year veteran of California’s cannabis industry who has played a pivotal role in the campaign to reform the state’s cannabis laws and to protect patients’ rights. As described in detail below, Debby has held senior leadership roles at iconic dispensaries and advocacy groups, including Berkeley Patients Group, Magnolia Wellness (Oakland), the Medical Cannabis Safety Council (MCSC), Americans for Safe Access (ASA), and the Marijuana Policy Project (MPP). In addition, she is the author of Starting and Running a Marijuana Business (Idiot’s Guide) and regularly mentors cannabis entrepreneurs.

Inherent to our team’s record of successes is our collaborative approach and strong belief in local ownership. Michael and Paul see their roles as providing cannabis industry expertise and the financing that empowers local entrepreneurs to excel in this rapidly evolving industry while avoiding layperson mistakes. By bringing on local partners with strong ties to the community, they compound the beneficial impact on the community, lend credibility to people’s perceptions of the cannabis industry, and ensure their business model meets the needs of the neighborhood.

In Pasadena, they will be working closely with Matthew Bogaard, Ph.D., who will fill the role of CPC Director of Security Operations and Community Outreach. As a lifelong Pasadena resident and local business owner for the past five years, Matt and his family are integral members of the Pasadena community. Matt’s father was mayor of Pasadena from 1984 to 1986 and again from 1999 to 2015; his mother is an accomplished architectural preservationist who has been involved in dozens of local restoration projects. Matt himself is a security professional with 25 years of experience, including 15 years in law enforcement in San Marino. Currently, he owns and operates Bogaard Group International, a security consulting firm, and is a member of the adjunct faculties at USC and UCLA.




At heart, what drives our team is a shared passion for patients, underscored by deeply personal stories.

Relationship with Calyx Peak

CPC is 100% owned by Calyx PG Holdings (“Calyx Peak Companies”), an LLC comprised of a diverse team of medical, business, financial, construction, and cannabis industry professionals, with extensive experience in heavily-regulated industries as well as retail, consumer products, operations, IT, and logistics. In pursuit of their goal to revolutionize the burgeoning cannabis industry, the Calyx Peak Companies team has applied for and won cultivation, manufacturing, retail, and distribution permits in three states. In California, Calyx Peak Companies and its leadership team own and operate facilities, including a 225,000 sq. ft. cultivation facility in Santa Barbara, a manufacturing and distribution facility in Costa Mesa, and CPC Compassion, a medical dispensary expected to begin operations in Santa Monica in 2019.

CPC’s relationship with Calyx Peak Companies will allow it to capitalize on the experience of a nationally successful team and the wide variety of professionals charged with overseeing all of their operations. The Calyx Peak Companies team has a proven history of tailoring their operations for the local context: in Ohio, they partnered with Adam Thomarios, a local businessman who is the managing owner of the now-operational Ohio facilities and who is now EVP for CPC; in Santa Monica, they worked with two prominent local business owners alongside local resident Dr. Paul Song; and in Santa Barbara, they partnered with California cannabis veteran Josh Del Rosso. To ensure that CPC delivers the same exemplary service to the community of Pasadena, and develops a business that is consistent with Pasadena’s history, culture, and unique character, the Calyx Peak leadership is partnering with local resident and business owner Matt Bogaard.

EXPERIENCE

All individuals listed in this section participate to some degree in the direction, management, or control of CPC, such that they are considered owners under California Business and Professions Code 26001(al). As detailed throughout this section, each owner has a clearly defined role to play in CPC’s day-to-day operations. For greater organization of this response, CPC has classified each owner as a member of either CPC’s Executive Management Team or CPC’s Executive Management and Senior Operations Team to clearly demonstrate the key roles and responsibilities of each owner. While many of these roles will be off-site roles that synchronize the operations of CPC with those of parent Calyx Peak Companies, they will enable this local company to capitalize on efficiencies of scale while also building local expertise and tailoring services to the local market. The team’s headshots are included on page 24 of 25.

CPC’s proposed organizational chart is included on page 25 of 25 within our Design Packet Concept (DCP). Open roles to be filled by members of the community are highlighted within the chart. With Calyx Peak’s history of promoting from within, CPC’s local hires will gain opportunities for advancement and mentorship unavailable to a smaller firm.

We summarize the team’s cannabis industry knowledge, and the licensed cannabis businesses led by our team, where many of the standard operating procedures described within this application are in practice today. Finally, the anticipated involvement of each owner in day-to-day operations is summarized beneath each owner’s respective biographical summary below. Together, CPC owners represent extensive experience across the following highly regulated industries:



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● 175 combined years—Highly Regulated Industries● 80 combined years—Finance● 60 combined years—Regulated Cannabis● 55 combined years—Law Enforcement and Security● 55 combined years—Retail Business Operations● 30 combined years—Technology● 25 combined years—Healthcare● 20 combined years—Construction

CANNABIS INDUSTRY KNOWLEDGE

The CPC team is intimately familiar with best practices in the cannabis industry. COO Debby Goldsberry and GM Grace Noe, the two team members with the most influence over day-to-day operations, have spent three combined decades overseeing and implementing compliant standard operating procedures at licensed retail dispensaries. Their expertise is reflected throughout this application in the proposed processes for the implementation of industry best practices in a manner that is compliant with applicable regulations, while also providing exceptional patient care and customer service.

Other team members also have deep knowledge of the cannabis industry, and their experience is likewise reflected throughout this application. As detailed in the narratives above, team members are involved in ownership or senior leadership positions in the following licensed and regulated cannabis businesses:

❖ Magnolia Wellness, a microbusiness in Oakland that has received temporary BCC licensure andthat operated as a collective prior to the implementation of MAUCRSA.

❖ Hi-Fidelity, a microbusiness in Berkeley that has received temporary BCC licensure.

❖ AT-CPC of Ohio, a fully licensed and operational Level 1 cultivation facility in Ohio (25,000square feet of cannabis canopy), and a provisionally licensed manufacturing facility in Ohio.

❖ Bosim 1628 Management, a 225,000 square foot mixed-light cultivation facility in Santa BarbaraCounty that has received multiple temporary licenses and applied for annual CDFA licensure.

❖ JDF CM1 LLC, dba CPC Distributors, a distribution licensee based in Costa Mesa that hasreceived temporary and applied for annual BCC licensure.

❖ JDF CM1 LLC, dba JOSH D Manufacturing, a manufacturing license based in Costa Mesa thathas received temporary and applied for annual CDPH licensure.

❖ Urban Hills, a fully licensed cannabis cultivation operation in Nevada.

❖ Calyx Peak of MA, a pending vertically integrated cultivation/extraction entity in Worcester,Massachusetts.

Team members have also been involved in senior leadership or management roles at Berkeley Patients Group (Berkeley, CA), four LivWell Enlightened Health dispensary facilities (Colorado), and Trenchtown Recreational and Medical Dispensary (Colorado). Several team members have also consulted for cannabis industry clients, in particular supporting them with compliance and regulatory practices.




EXECUTIVE MANAGEMENT TEAM EXPERIENCE:

CPC’s Executive Management Team consists of seven individuals with extensive experience in the highly regulated industries of finance, public accounting, and healthcare and medical research, as well as legal and technology. While the Executive Management Team has less direct experience in the cannabis space, they have extensive business experience and acumen. This reflects CPC’s goal to build a balanced ownership and management team, representing experience both from within and outside the industry. These professionals will work together to further develop CPC’s mission locally while establishing the Company’s broader goals.

Chief Executive Officer (CEO), Edward Schmults

With over 30 years of experience in the retail industry, Ed Schmults has transformed major global consumer brands, such as REI (Vice Chairman), Patagonia (COO), and FAO Schwarz (CEO), and has established robust operational teams and company infrastructure. Ed understands how to create and market products that foster strong emotional connections with customers. His extensive leadership at some of the world’s best-known consumer brands facilitated the launch of many innovative and high-quality products. Ed holds comprehensive operational experience in enterprise management and branding, production, warehousing, logistics, and technology infrastructure. His early career in investment banking at the New York and London offices of Goldman Sachs laid the foundation for his exceptional expertise in fiscal management. Ed enjoys the challenges of working with small companies and applying sophisticated and innovative business strategies borrowed from industry best practices.

Ed leverages his expertise in strong lifestyle brands to bring high-quality products to cannabis consumers. He aims to create a strong connection with CPC’s customers by providing them with the education necessary to make smart decisions about cannabis consumption and appropriate dosing, taking into account individual consumer preferences. Ed has demonstrated throughout his career the ability for business to facilitate social change. Under his direction, CPC will implement programs to support communities disproportionately impacted by cannabis prohibition, including on-the-job training programs, and will prioritize green initiatives throughout the company’s operations. Ed holds an MBA from Harvard Business School and a Bachelor’s Degree in Economics and Political Science from Yale University. He serves on several for-profit and not-for-profit boards of directors and has a keen interest in the preservation of nature.

Ed’s Involvement in Day-to-Day Operations as CEO: ❖ Like his previous role as CEO of FAO Schwarz, Ed will oversee operations and be heavily involved

in strategic direction for creating a retail environment that will work for local sensibilities whilealso meeting company values of environmental sustainability and conscious consumerism.

❖ Establish and sustain a company culture where all team members feel valued and united in themission of providing the best possible consumer experience to all CPC customers.

❖ Develop and implement strategies to support CPC’s progressive environmental and social equitygoals, including programs supporting populations disproportionately impacted by cannabisprohibition and criminalization.

❖ Establish and oversee all retail strategy, operations, and implementation of social responsibilityprogramming.

Chief Financial Officer (CFO), Erin Carachilo

Erin Carachilo brings over 20 years of experience in consumer products and retail to the cannabis industry. Erin began her career in public accounting at Arthur Andersen LLP in Philadelphia, PA, before joining FAO Schwarz as Vice President of Finance. Erin developed strategic growth plans at FAO Schwarz by




lowering operating costs and building infrastructure. In 2009, Erin worked closely with private equity owners to facilitate the Toys R Us acquisition of FAO Schwarz. Most recently, Erin spearheaded the financial due diligence process for the sale of IT’SUGAR to BBX Corporation. Erin was also involved in growing IT’SUGAR from 26 stores to 100. With her experience in financial planning and analysis, fiscal operations, business integrations, internal controls, and inventory management, Erin will implement mainstream business best practices in the cannabis industry. Erin holds an MBA from Villanova University and a Bachelor of Science from Widener University.

Erin has witnessed the value of cannabis as a therapeutic alternative to opioids and other mainstream pharmaceuticals.

Erin is committed to implementing sound and effective business strategies that will help

destigmatize the cannabis industry and expand medical access.

Erin’s Involvement in Day-to-Day Operations as CFO: ❖ Oversee all financial aspects of the company including payroll, budget management, financial

record keeping and forecasting, as well as compliance with financial requirements and taxation setforth by the State of California and the City of Pasadena.

❖ Develop and oversee initiatives to increase the overall value of the company.❖ Analyze and present key findings and financial reports to the CEO and other internal and external

stakeholders on an ongoing basis.❖ Assist the CEO and other executive leaders in analyzing all aspects of operations, offering

recommendations for improvement including pricing, staffing, or operational adjustments.

Chief Medical Officer (CMO), Paul Song, MD

Dr. Paul Song is an accomplished physician and researcher with over 20 of experience in the field of oncology. He also serves as Chief Operating Officer and Chief Medical Officer at NKMax/ATGen Global, a prominent, publicly-traded biotech company worth over where he oversees and provides clinical and regulatory support for clinical trials and investigational applications. Dr. Song previously served as Chief Medical Officer at Cynvenio Biosystems, where he supervised clinical research programs, and as Chief Medical Officer at Berg Health.

In 2013, Dr. Song was named as the first Visiting Fellow on health policy with the California Department of Insurance. Dr. Song was formerly the Executive Chairman of the Courage Campaign, a grassroots advocacy organization with over one million members, and is a board member and President of the California chapter of Physicians for a National Health Program. Dr. Song graduated with honors from the University of Chicago and received his M.D. degree from George Washington University. He completed his residency in radiation oncology at the University of Chicago Medical Center and a brachytherapy fellowship at the Institut Gustave Roussy. Dr. Song was also awarded an ASTRO Research Fellowship award by the American Society for Radiation Oncology for his work on radiation-induced gene therapy.

Dr. Song is an advocate for patient needs and strives to ensure that all company decisions at CPC ultimately serve patients.



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Dr. Song has not recommended medical cannabis to patients for over three years and will not do so in the future, in accordance with PMC 8.10.050(E).

Dr. Song’s Involvement in Day-to-Day Operations as CMO:

❖ Facilitate the provision of educational materials and programs for patients, customers, employees,and the community at large.

❖ Advocate for patient needs while striving to ensure that all company decisions at CPC ultimatelyserve patients.

❖ Oversee and co-facilitate training for all dispensary personnel to ensure that accurate, currentinformation is shared with all customers and patients.

❖ Support CPC in community outreach and training, especially for members of the City’s TownCouncil and healthcare professionals seeking information about cannabis medicine.

Chief Administrative Officer (CAO), Howard Keum

Howard Keum is a co-founder of Calyx Peak Companies. As Chief Administrative Officer of CPC, he oversees the company’s corporate affairs, administration, business development, and operations. A global equities and business expert, Howard has over 20 years of experience in global equity markets at top firms, including Knight Capital, Credit Suisse, Citigroup, and most recently, Cantor Fitzgerald Hong Kong as the Managing Director of Asia Equities. During his career, he has developed strong business relationships with some of the largest institutional clients with combined assets totaling well over Howard holds a Bachelor of Arts in Economics from Vassar College.

Howard co-founded Calyx Peak Companies with the goal of bringing the best candidates from the traditional business world into the cannabis industry. He believes that connecting experienced business people, both from within and outside the cannabis industry, with investors is the best way to strengthen and destigmatize the industry. In his role as co-founder and CAO, Howard focuses on implementing professional standards, sponsoring research and education on the medical benefits of cannabis, and working to bring diversity to the cannabis industry. One of his primary goals is to expand access to medical cannabis. Like many, his inspiration is personal, having seen the tremendous benefits cannabinoids have had on members of his family suffering from cancer.

Howard is also a strong advocate for hiring and mentoring people who have been disproportionately impacted by cannabis prohibition. One such example is Josh Del Rosso, an accomplished cannabis cultivator who developed the well-known strain OG Kush 27 years ago and oversees brands and products for Calyx Peak Companies facilities throughout the country.

Josh now manages 102 employees at Calyx Peak’s cultivation facility in Santa Barbara, CA and was recently offered a seat on the Calyx Peak Companies Board of Advisors. Howard donates to charities throughout Los Angeles including the Koreatown Youth and Community Center.

Howard’s Involvement in Day-to-Day Operations as CAO: ❖ Oversee corporate affairs, administrative, and business development functions of CPC.❖ Develop the company’s business strategy and internal policies and procedures as well as managing

resource allocation.❖ Ensure operations run smoothly and efficiently to meet the company’s goals.❖ Focus on hiring candidates that have been disproportionately impacted by cannabis prohibition and

mentoring them with the goal of achieving high-level roles.



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Chief Investment Officer (CIO), Hyong-gue Michael Bang

Michael Bang has more than 20 of experience in the global financial sector. As CIO, Michael oversees the CAPEX spending strategies for Calyx Peak Companies’ portfolio of over 280,000 square feet of cultivation space. Over the last 24 months, he has managed the fundraising and deployment of over into cannabis investments for Calyx Peak Companies. This capital efficiency is quite high compared to competitors who have in some cases invested much higher figures to build a similar portfolio of assets. Prior to his involvement in the cannabis industry, Michael worked, as an Investment Analyst and Managing Director of Technology Research at Goldman Sachs Global Investment Research division. In this position, Michael excelled in fundamental bottom-up financial analysis, competitive analysis, and strategic financial planning. Michael also managed clients with total annual revenues of over Michael’s deep experience and knowledge were leveraged in the development of CPC’s financials, assuring that the financial requirements of the investments to date were carefully and mindfully prepared. His expertise results in greater investor confidence.

Michael also played a critical role in turning around a struggling cannabis operation in Nevada, where he was successful in stabilizing the company’s balance sheet, re-negotiating predatory deals into favorable terms, and securing sufficient investment. That operation received full approval to operate in November 2017. Since then, Michael has leveraged his experience in developing several additional cannabis entities. Michael is CIO of Calyx Peak Companies, a cannabis-related multi-state operator, and Calyx Peak of MA, a pending vertically integrated operation in Massachusetts. Michael is also CFO & COO for Urban Hills, a fully licensed cannabis cultivation operation in Nevada, and CEO and part-owner of AT-CPC of Ohio and Bosim 1628 Management. Michael is the principal and founder of a successful commercial real estate company in Ontario, Canada. He holds a Bachelor of Arts with Honours in Economics from Queen’s University, Kingston, Ontario, Canada.

In addition to a wealth of financial knowledge, Michael empathizes with those seeking access to cannabis medicine.

He strongly supports expanding patient access to cannabis as a therapeutic alternative for pain relief, nausea, and appetite stimulation.

Michael’s Involvement in Day-to-Day Operations as CIO: ❖ Implement strategies for CPC’s financial growth in conjunction with the CEO and CFO.❖ Evaluate CPC’s expansion plan and relevant business opportunities while minimizing serious risk

to the company.❖ Examine CPC’s progress towards reaching short- and long-term goals.

Chief Technology Officer (CTO), Robert Bacchi

Robert Bacchi has more than 30 years of expertise in supply-chain management and implementing innovative technology solutions within various industries. For over two decades, Robert owned and operated an IT consulting company that was one of the first to develop supply chain applications using a software-as-a-service (SaaS) model. In addition to executive management positions at Choice Logistics and FAO Schwarz, Robert has served well-known clients such as Best Buy, Abbott Labs, Rite Aid, and Verizon. At Dell Computer and Intel Security Group, Robert served as an advisor on mitigating the risk of diversion and implementing a secure chain of custody during equipment shipments.

In 2015, Dell awarded Robert the prestigious Global Innovation Partner of the year award for his implementation of a last mile mobile application, which drove efficiencies in the Dell supply chain and increased customer satisfaction. Robert enjoys the challenge of working with new companies and



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transforming them into enterprises, particularly in new fields like the cannabis industry, where he seeks to implement proven best practices from traditional businesses. Robert holds a Bachelor of Science in Computer Science and Mathematics from Queens College, City University of New York. As a volunteer at Sloan Kettering Cancer Center and local soup kitchens in New York City, Robert has substantial empathy for those in need and treating them with respect and dignity.

Robert’s Involvement in Day to Day Operations as CTO: ❖ Oversee in-store and company-wide technology selection, implementation, training, and

compliant-usage and identify gaps to ensure that all technological systems are adequately meetingthe company’s needs.

❖ Direct employee training and spearhead the implementation of the company’s point of sale andtrack and trace systems.

General Partner, Beom-Hee Bobby Lee

Bobby Lee is a global equities expert with over 20 years of experience in equities research, trading, and sales. As a managing director at Bank of America-Merrill Lynch, he supervised the sales and trading desk covering foreign international investors. Bobby hopes to use his experience in financial services and business management to bolster and modernize the cannabis industry. His deep investor ties in Asia make him a strategic business partner for CPC, and he has been instrumental in lowering the cost of funding for Calyx Peak Companies. Leveraging his extensive financial experience, Bobby will continue to help drive the growth of CPC and lead its capital-raising efforts.

SENIOR OPERATIONS TEAM

CPC’s Senior Operations Team consists of nine individuals, including COO Debby Goldsberry, who has owned and operated cannabis retail locations for over thirty years, and Grace Noe, who, over the past six years, has managed two well-known dispensaries and trained hundreds of dispensary employees. The Senior Operations Team will manage the day-to-day operations of CPC, including developing and implementing Standard Operating Procedures and related employee training, ensuring facility operations are compliant and met internal expectations, and inventory procurement and management.

Chief Operations Officer (COO), Debby Goldsberry

Debby Goldsberry is among the most experienced activists and entrepreneurs in the cannabis industry. In 1999, Debby co-founded Berkeley Patients Group (BPG), a medical cannabis collective that set the gold standard for best practices and community involvement. Directing its growth for over a decade, Debby oversaw 70 employees and over 1,000,000 patient transactions without incident, as well as managing over

million worth of sales. Debby is currently Chief Executive Officer of Magnolia Wellness, an award-winning dispensary in Oakland, CA with 35,000 active members, as well as a board member at Hi-Fidelity dispensary in Berkeley, CA. At Magnolia, Debby oversaw more than 225,000 patient transactions without incident and has managed over million worth of cannabis sales since assuming the CEO role there in 2015. Debby developed and implemented standard operating procedures (SOPs) for procurement, product safety, patient relations, business management and operations—many of which have been replicated by dispensaries around the nation.

In 2017, Debby authored Starting and Running a Marijuana Business (Idiot’s Guide), and she is Professor Emeritus at Oaksterdam University in Oakland, CA where she taught Procurement and Patient Relations (Budtending). Debby currently writes for Cannabis Dispensary and Freedom Leaf magazines and is the



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managing editor of Ibudtender, an online news site and dispensary finder. Her writing has also been featured in DOPE Magazine and High Times Medical Marijuana Magazine.

A community leader and steadfast activist in cannabis policy reform, Debby is a former member of the Coalition for Cannabis Policy Reform Board. She has also assisted workers through the collective bargaining process on behalf of the United Food and Commercial Workers’ Union (Medical Cannabis and Hemp Division). Debby has actively influenced cannabis industry policy throughout her career, serving on the boards of the California Chapter of the National Organization for the Reform of Marijuana Laws (NORML), the Marijuana Policy Project, and Americans for Safe Access (ASA). Debby co-founded and directed the Medical Cannabis Safety Council (MCSC) and the Cannabis Action Network (CAN). Debby advocates for entrepreneurs entering the cannabis industry and was a top-rated mentor at Gateway Incubator in Oakland, CA. She is dedicated to helping new business owners succeed.

Debby’s past accomplishments demonstrate the passion she brings to the Calyx team and to the Pasadena project. She believes that people should have access to cannabis medicine, without stigma and fear. Debby is also dedicated to freeing people from jail and reuniting families that were destroyed by cannabis prohibition. Part of Debby’s main focus in Pasadena will be to further this work, expanding the prisoner support program she helped found at Magnolia. This includes writing letters, raising funds, and participating in efforts to free people currently imprisoned for nonviolent marijuana offenses, and, just as important, working to educate the community, dispensary owners, and police officers about addressing the inequities created by cannabis prohibition. Debby works to shape a cannabis industry that takes care of patients, protects workers, and operates at the highest standards of professionalism. Her inclusive approach and proven history of developing successful national movements have had a wide-reaching impact for cannabis companies and patients across the country.

Debby’s Involvement in Day to Day Operations as COO: ❖ Contribute to patient- and customer-focused dispensary strategy.❖ Develop and oversee the implementation of all dispensary standard operating procedures (SOPs),

including cash management, inventory controls, compliant documentation for the Bureau ofCannabis Control, and training systems for all dispensary staff.

❖ Lead the dispensary’s efforts towards social justice, diversity, equity, inclusion, and corporatesocial responsibility.

❖ Oversee dispensary design, with emphasis on security, compliance, and efficiency planning.❖ Oversee patient and customer educational materials and events, including content developed for

the CPC website and Seed in-store learning terminals.❖ Facilitate educational events for members of law enforcement, community members, employees,

patients, healthcare professionals, and Pasadena city officials.

Director of Regulatory Affairs (DRA), Allison Stockman

Allison Stockman is an accomplished technical writer and editor with over 20 experience in research, writing, and editing for print, website, and social media platforms. After completing an M.P.H. in Public Health at Yale University in 2001, Allison managed multiple health-related research projects in South Africa, India, and the United States. Allison has also consulted as a scientific researcher and technical writer across multiple disciplines including public health research, health and social services, biomedical research, green energy technology, and most recently, the cannabis industry.

During her four-year tenure as Project Manager for the HIV/AIDS India Stigma Study and Serithi South Africa Project at the Yale University Center for Interdisciplinary Research on AIDS, Allison worked directly with colleagues abroad to design and implement protocols for community-based studies on




HIV/AIDS. Her work included coordination of research grants and renewals submissions, coordinating international meetings, and frequent site visits to oversee project progress.

With her background in public health, Allison has long been interested in the role of cannabis in reducing the harms of addiction. Her continued interests in science and epidemiology motivate her efforts to ensure safe, educated consumer behavior that is based on health literacy and evidence-based outcomes. Allison is an advocate for cannabis as an effective therapeutic alternative for pain relief and as a solution to ameliorate the opioid epidemic.

Allison’s Involvement in Day to Day Operations as DRA: ❖ Navigate California and Pasadena’s regulatory frameworks and ensure that CPC meets all legal

guidelines and internal policies.❖ Assist the Director of Quality Assurance and Compliance with scheduling and executing regular

audits of compliance checklists, update licenses and corporate documents, perform ongoingcompliance and monitoring activities, and develop regulatory and compliance trainings.

Executive Vice President (EVP), Adam Thomarios

Adam Thomarios is President of AT-CPC of Ohio LLC dba Calyx Peak, a cannabis cultivation and extraction center in Akron, Ohio. Adam is intimately familiar with the compliance challenges facing cannabis operators in Ohio and throughout the nation. He serves as the Vice President of the Board of the National Cannabis Industry Association of Ohio and the Ohio Medical Marijuana License Holder Coalition, which advocates for license holders.

Adam has nearly 20 years of experience in large-scale construction projects. At THOMARIOS, a construction company that operates nationwide, he serves as Vice President, where he oversaw construction projects with a combined value of over He also holds several accredited certifications and retains contractor licenses throughout the country. In addition, he is a partner in three real estate holding companies.

Adam also has experience managing contractors and inspectors responsible for safety-related work in the highly-regulated nuclear industry and is an authorized employee evaluator for the Department of Transportation and Pipeline and Hazardous Materials Safety Administration. Adam focuses on monitoring for compliance, and on developing and implementing environmental health and safety plans. He holds a Bachelor of Arts from Ohio State University. Adam and his family are actively involved with more than 20 national and local charities and nonprofits.

Adam’s Involvement in Day-to-Day Operations as EVP: ❖ Oversee the precise and compliant facility design and build-out using his prior construction

experience within the highly-regulated nuclear industry.❖ Maximize CPC’s operating performance and achieve its financial goals.❖ Communicate with the Advisory Board to prepare operating budgets; develop and oversee CPC’s

strategic plan.

Director of Product Procurement (DPP), Ray Yoon

Ray Yoon has over 20 years of sales and logistics experience. He founded Probus Logistics in Toronto, Canada in 2013 where he supervises staff in servicing clients with all modes of transportation and warehousing needs, as well as providing data analytics. Ray formerly served as Vice President of Sales & Marketing for DHL Canada, where he developed expertise in leveraging the coincidence of pickup and delivery to create efficiency and repeatable successes.



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At CPC, Ray will leverage his extensive experience in logistics to lead sales and distribution efforts. Ray entered the cannabis industry in 2018, after being asked to examine distribution and sales practices in California’s cannabis market. He discovered that cannabis companies faced significant challenges transitioning to a more stringent regulatory structure and saw an opportunity to use his experience to help these companies. Using his professional expertise in logistics, Ray strives to provide simple and cost-effective solutions that will ease transactions between cultivators and retailers and mitigate high distribution prices.

Ray also believes in ensuring that distribution activities address environmental concerns. Under his direction, CPC’s distribution network will conform to eco-friendly policies, including consolidation of brand deliveries onto a single delivery truck. Ray is also dedicated to serving his community in Toronto and runs an annual charity golf tournament for SickKids Hospital.

Ray’s Involvement in Day to Day Operations as DPP: ❖ Responsible for CPC’s purchasing activities, including raw materials, finished goods, supplies and

equipment, as well as reviewing possible third-party distributors and evaluating their respectiveproduct offerings.

❖ Analyze market research, pricing strategy, and product process, and coordinate with localdistribution partners to select products that are Clean Green certified and adhere to the company’sprogressive environmental and social values.

Dispensary General Manager (GM), Grace Noe

Grace Noe is one of the most experienced and accomplished professionals in cannabis retail. Her experience includes four years as General Manager for LivWell Enlightened Health, a prominent dispensary in Denver, CO. While there, Grace leveraged her knowledge of Colorado’s highly-regulated regulatory market and managed all compliance functions for the retail and cultivation operations. During her time at LivWell, Grace oversaw more than a million patient transactions without incident. She contributed to the growth of the company, as it expanded from five stores to 14, and helped transition the LivWell flagship store from 1,000 to 6,000 square feet. She also oversaw its transformation from a medical dispensary to a store serving both medical and adult-use customers. Over the years, Grace hired and trained nearly 300 employees, and managed a staff of over 40, mentoring them to achieve top levels of performance in all areas of dispensary operations, including patient care, customer service, security, inventory, and cash-handling payroll.

Grace then transitioned to Manager of Compliance at the Trenchtown Recreational and Medical Dispensary in Denver. After completely redesigning their outdated procedures to meet new compliance requirements, Trenchtown Recreational and Medical Dispensary encouraged her to start her own company. Grace went on to found CanCom Consulting, where she has focusses on her strengths: developing custom compliant dispensary policies and procedures; hiring and training the unique personnel who will thrive in the fast-paced, oversight-intensive cannabis space; and contributing to highly efficient systems that offer top-notch patient care. With CanCom Consulting, Grace has provided services to six entities in Ohio, Colorado, Massachusetts, and California.

At the heart of Grace’s passion for the cannabis industry is her own experience.



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Grace’s Involvement in Day-to-Day Operations as GM: ❖ Direct daily dispensing operations and implement all facility policies and procedures with the goal

of providing high-quality cannabis products and creating a positive consumer experience.❖ Manage all facility staff, emphasizing excellence in customer service and security practices, and

oversee scheduling, training, progress reviews, and disciplinary issues.❖ Monitor the one-on-one mentorship program for new staff.❖ Manage all purchasing and vendor relationships.

Director of Product Development and Merchandising (DPDM), Kim Pingaro

Kim Pingaro has managed product development, merchandising, and marketing strategy for companies ranging from Levi Strauss & Co and Oracle Corporation, to midsize and start-up companies. Kim combines acute business acumen and extensive leadership experience in overall brand management with an intuitive sense for business opportunities, market trends, and an eye toward aesthetics and design. With Kim’s highly entrepreneurial bent, she has developed product lines as diverse as sustainable pet supplies, jewelry, electronics, beauty products, home textiles, technology, and outdoor apparel and packs.

In the cannabis industry, Kim has been able to combine her business, design, development, and science background to leverage market opportunities. She holds a Bachelor of Arts in Botany from the University of New Hampshire and DePauw University, has experience in cultivation and research, and has worked in labs that have conducted research in stem cell differentiation, cloning, and ecology. With her interest in science and botany, her eventual involvement in cannabis was inevitable.

Kim’s interest in cannabis first arose when

As a result, Kim became determined to work to expand legal access to this medicine.

Kim’s Involvement in Day to Day Operations as DPDM: ❖ Develop strategies to maximize business performance and profitability, competitively dominant

merchandise assortments, by-product profit maximization, promotional strategies, and customersatisfaction by meeting user needs.

❖ Set merchandise direction to ensure continuity on the selling floor across families of business.

Director of Quality Assurance and Compliance (DQA), Kevin Gunning

Kevin Gunning has over 25 years of experience in quality assurance and regulatory functions for pharmaceutical, biotechnology, medical device, and clinical laboratory companies. His expertise is in implementing procedures and training to help regulated industries remain compliant with applicable regulations. His credentials include his extensive knowledge of and experience with GMP, GLP, and CLIA regulations, as well as CAP, CLSI, and ISO standards. Kevin is also highly experienced in the development and implementation of compliance processes to support licensing, accreditation, and continuing improvement efforts in clinical laboratory, quality control, product transfer/development, and research environments in the biotechnology, pharmaceutical and clinical laboratory industries. He has managed quality control and compliance at large pharmaceutical companies and has also built control systems from scratch for startup medical companies.

Kevin recognizes that the cannabis industry faces a very complicated regulatory environment. He was inspired to join this young industry because he’s confident that his experience implementing processes to comply with complex regulations will be invaluable in improving the cannabis industry for the public.



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Kevin is passionate about quality improvement and is especially interested in implementing processes that seamlessly and painlessly generate quality outputs. He plans to contribute to customer safety by translating best practices from other businesses into the cannabis industry.

Kevin’s Involvement in Day to Day Operations as DQA: ● Work with the Director of Regulatory Affairs to establish efficient processes for ensuring

compliance throughout dispensary operations.● Manage all quality assurance procedures to ensure that cannabis products handled at CPC are safe

for patient consumption.● Oversee quality control related audits and investigations at the CPC facility to detect and address

deviations from Standard Operating Procedures.● Assist the COO and Dispensary General Manager in developing and administering employee

training programs that relate to quality assurance and compliance.

Director of Security Operations and Community Outreach, Matthew Bogaard, PhD

As a law enforcement and security professional for the last 25 years, Matt Bogaard’s priority is the safety of employees, customers, and the neighboring community, while protecting cannabis facilities against diversion and theft. Matt is founder and CEO of Bogaard Group International (BGI), a global security consulting firm, where he serves clients in the entertainment, video gaming, financial services, pharmaceutical, manufacturing, and retail industries around the globe. Prior to founding BGI, Matt was Head of Corporate Security at DreamWorks Animation SKG, where he supervised security initiatives worldwide. Most recently, Matt began consulting in the cannabis industry for all levels of the supply chain, including California distributors, cultivators, and dispensaries. Matt has also overseen other products with a heightened security profile, such as pharmaceutical products. At Allergan Pharmaceuticals, he was responsible for securing the transportation and storage of botox, which, as a potential weapon that can be used by terrorists, is closely monitored and regulated. In this capacity, he worked closely with federal compliance agencies such as the Center for Disease Control (CDC).

Matt is a lifelong Pasadena resident and has been a Pasadena business owner for five years. Matt and his family have contributed significantly to community nonprofits. At Pasadena Police Activities League (Pasadena PAL), an organization that offers children after-school and summer educational program, he served as President. He and his family have also been involved in the Pasadena Junior League, the Pasadena Children's Guild, and Huntington Hospital's SCRUBS. Matt’s father was mayor of Pasadena from 1984 to 1986 and again from 1999 to 2015. Matt’s mother is an accomplished architectural preservationist and has been active in dozens of restoration projects around the community. The Pasadena Unified School District, which Matt attended as a child, is a long-term client of his company, along with many other private clients in the city.

Matt is a Certified Business Continuity Planning Professional and an Infrastructure Liaison Officer with the U.S. Department of Homeland Security. He holds a Ph.D. in Policy from the University of Southern California, an MA in Public Administration from the University of Southern California, and a BA in Sociology from the University of Michigan. Matt is adjunct faculty at USC and UCLA. In 2013, he was named to the Security 500 list as a Top Security Leader.

Matt’s Involvement in Day-to-Day Operations as DSCO: Director of Security Operations

❖ Develop a robust security plan that meets all California and Pasadena compliance requirements andincorporates industry best practices.




❖ Oversee and implement all levels of security equipment, protocols, guards, and training, includingoverseeing physical site security as well as the installation and maintenance of technologicalsystems.

❖ Hire, train, and supervise the company’s security team and maintain a safe and secure environmentfor staff and authorized visitors by assessing threats and responding accordingly.

Director of Community Outreach ❖ Leverage his extensive ties with the city of Pasadena to manage all community outreach efforts,

including spearheading youth programs under CPC, liaising with local law enforcement, andworking with local organizations such as Pasadena Heritage, a historical preservation nonprofit.

❖ Respond to community and neighboring business inquiries and concerns, should they arise, andproactively gather feedback through surveys, meetings, and community participation to ensure thatCPC makes a positive impact on the City of Pasadena.

Director of Security Design (DSD), Tony Gallo

Tony Gallo has been the leading security authority in the cannabis industry since its infancy and has over 30 years experience providing security solutions to high-risk businesses across the US and Canada. Tony focuses on protecting companies handling large amounts of cash and high-value merchandise and has managed security for a large publicly-traded pawn shop company operating 1,300 stores in three countries. As a well-respected expert in the field, he has been a speaker at numerous cannabis business conferences across the United States and is a published author on cannabis security. His expertise on mitigating security threats from armed robbery, burglary, and loss prevention led to a 2015 Southwest Cann Award for the Most Influential Person in the Cannabis Industry. He has designed the security operations for over 50 cannabis businesses totaling 2,000,000 square feet in size. In 2018, his company was named one of the Top Cannabis Ancillary Businesses, one of only five security companies recognized on the list.

Tony strives to provide cost-effective security strategies that ensure the safety of clients, customers, and employees at cannabis facilities. In 2013, Tony launched Sapphire Risk Advisory Group in Ft. Worth, Texas, and has worked in over 20 states and Canada providing effective security solutions to new cannabis companies. Tony designed the highest scoring security sections for licensing applications in highly-competitive states such as Texas, Pennsylvania, and Arkansas, and has testified before the legislature in Ohio regarding cannabis security. Tony’s expertise covers a wide range of businesses, and he has offered solutions to cultivation facilities as large as 400,000 square feet and dispensaries as small as 890 square feet. Tony also offers his security consulting services to the Ronald McDonald House charity in the Dallas-Ft. Worth area. Tony holds a BS in Criminal Justice from New Jersey City University and is a licensed Security Consultant.

Tony’s Involvement in Day-to-Day Operations as DSD: ❖ Design and co-implement sophisticated systems to mitigate security threats at CPC of Pasadena.❖ Coordinate maintenance and inspections of equipment, and maintain up-to-date and accurate

records pertaining to all security measures.❖ Perform both random and scheduled security audits to identify and correct any security gaps.



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SECTION 2B: COMMUNITY BENEFITS

I. Helping those Harmed by Cannabis Criminalization and Poverty

CPC’s leadership team has an extensive history of taking action to provide opportunities to persons harmed by cannabis criminalization and poverty. In particular, COO Debby Goldsberry, a lifelong cannabis law reform advocate who has been operating dispensaries since 1999, has implemented a variety of policies intended to address these harms. These include a targeted hiring model at Magnolia Wellness, where the majority of employees were recruited from the local Oakland community; hosting and encouraging letter-writing campaigns on behalf of individuals incarcerated for life for nonviolent marijuana-related convictions; and sponsoring expungement clinics to remove marijuana-related convictions from individuals’ records.

Debby also leads entrepreneurship classes at Magnolia Wellness and 15-week business classes based on her book, Starting and Running a Marijuana Business (Idiot’s Guide), as well as sponsors Hood Incubator, a non-profit that works to increase the participation of people of color—who are disproportionately affected by the war on drugs—in the legal cannabis industry. CPC will sponsor a book signing and reading within the city after licensure where Debby will speak about her book, her experiences in the space, and answer questions submitted by the community members. 100% of proceeds from book sales will be matched by CPC and used to further our efforts supporting individuals harmed by cannabis criminalization.

As COO, Debby will be positioned to identify and champion similar programs tailored to the needs of the Pasadena community. Under her guidance, CPC will effectively use its influence to ensure equal opportunity and fair treatment for all employees, customers, and stakeholders in the City.

● Job Creation and Targeted Recruitment Initiatives: Initially, CPC’s primary vehicle for helpingthose harmed by cannabis criminalization and poverty will be to offer employment opportunities.CPC is a Pasadena-focused company, and will look to the extent practical to fill employmentpositions with Pasadena residents, donate excess revenues to Pasadena community organizations,and contract Pasadena companies to meet facility needs. CPC will prioritize diversity, equity, andinclusion in its hiring practices and will adopt socially-conscious business practices to helpimpoverished community members. CPC will publish staff job openings in a variety of media toreach a diverse range of candidates and will implement strategic recruitment policies to ensure joblistings effectively reach communities disproportionately impacted by cannabis prohibition andpoverty. CPC will also seek opportunities to host, sponsor, and participate in local and regionaldiversity job fairs in order to reach a broader range of candidates and attract disproportionatelyimpacted communities. CPC will sponsor or host expungement clinics, assisting individualspreviously convicted of low-level cannabis offenses, and will also offer career support, includinginterviewing individuals who have cannabis-related convictions for open positions. CPC will trainand mentor all staff in order to maintain a consistent high standard of customer service.

In addition to posting on the Company website and social media, CPC will seek out print publications that are disseminated in target communities, including the Pasadena San Gabriel Valley Journal, a locally owned and operated independent African American newspaper, and will partner with local organizations, businesses, and technical schools to share job opportunities with community members.

● Equally Opportunity Employer: Prospective employees will be welcomed and valued—regardlessof race, ethnicity, sexual orientation, gender identity, age, language, abilities/disabilities,socioeconomic status, geographic region, or other characteristics. Candidates will have theopportunity to meet with a representative from CPC to explore employment opportunities andassess how individual skills and prior job experience may translate to a successful career at the




Company. CPC will give hiring priority to individuals from disproportionately impacted communities and will offer candidates competitive hourly wages and robust health care and benefits packages.

● Extensive, High-Value Job Training: To ensure that all employees receive the support necessaryto flourish in their individual roles at the company, CPC will offer supplementary training andmentorship. Training programs will be developed by analyzing employee performance andidentifying gaps in skill and knowledge. CPC will offer optional workshops modeled on theMagnolia Wellness entrepreneurship course, as well as classes addressing financial literacy andother life skills that will benefit employees beyond the workplace. While open to all, managementwill in particular encourage minority and women employees to participate in these programs. CPCwill implement policies that promote diversity and inclusion and will emphasize open lines ofcommunication between employees and the management team to identify and address any instanceof discrimination at the company.

Mentorship opportunities may also lead to advanced opportunities at CPC. At Magnolia Wellness, Debby has prioritized promoting from within; as an example, Magnolia’s current General Manager and Assistant Finance Director started as budtenders. Magnolia sponsored training at the local Berkeley Extension school in order to support the career growth of several employees. Opportunities for advancement are also available for those affected by the war on drugs: CAO Howard Keum hired Josh Del Rosso, an accomplished cultivator who developed the renowned cannabis strain OG Kush but who was incarcerated prior to MAUCRSA. Howard mentored Josh, who now holds a top position at Calyx Peak Companies and oversees 225,000 square feet of licensed cannabis cultivation in Santa Barbara. The partnership between CPC and its parent company will afford opportunities for career advancement for exceptional candidates, including those affected by cannabis criminalization or poverty.

II. Work with Local Non-Profits and Community Groups

Local Non-Profits and Community Groups After spending a significant time learning about the Pasadena community, CPC has developed a three-part community engagement approach that will ensure our efforts within the community are meaningful, targeted, and aligned with Pasadena’s goals:

1. Understand and Reassess Community Needs: CPC has designated our Director of CommunityOutreach (DCO), Matt Bogaard, a lifelong resident, local business owner, and frequent communityvolunteer, to take charge of community engagement. Matt is closely involved with all aspects ofCPC’s planning process and will continue to have a substantial voice during CPC’s operations,ensuring that local considerations remain a significant priority for the team. Matt has a history ofcommunity engagement: he and his family have contributed significantly to Pasadena non-profits.Matt is a past President of the Pasadena Police Activities League (Pasadena PAL), an organizationthat offers children an after-school and summer educational program. He and his family have alsobeen involved in the Pasadena Junior League, Pasadena Children’s Guild, and HuntingtonHospital’s SCRUBS. His father was mayor of Pasadena from 1984 to 1986 and again from 1999to 2015, and his mother is an accomplished architectural preservationist who has been active indozens of restoration projects around the community. With this background, Matt will championCPC’s contribution to the community and will be tasked with understanding evolving communityneeds and evaluating how CPC can provide support. To that end, CPC will continue attendingcommunity meetings and will actively look for ways to learn more about the City and City’sstrategic direction. CPC has also joined the Pasadena Chamber of Commerce and plans to use thatforum to engage with local business members to identify ways CPC can contribute to collective




efforts to contribute to the community. CPC will create an online form to facilitate the submission of feedback from community members. Each quarter, CPC will reevaluate the company’s community engagement plans and will engage the City in continuing dialogue.

2. Develop and Implement Program: DCO Matt Bogaard will identify local non-profits andcommunity groups whose work aligns with CPC’s values and with community needs. He willengage with these groups to identify how CPC can best support them, whether through financialdonations, organized employee volunteer days, in-kind donations, or other creative contributions.Matt will coordinate with COO Debby Goldsberry and GM Grace Noe to implement theseprograms.

3. Responding to Community Concerns: CPC will provide local law enforcement and all neighboringbusinesses with the DCO’s contact information, including phone number and dedicated emailaddress, with the goal that he be notified immediately if there are concerns of any kind. The DCOand the entire operations leadership team will proactively engage with neighbors to develop arapport and open lines of communication.

CPC is dedicated to becoming a valued and active member of the Pasadena community. Under the direction of DCO Matt Bogaard, CPC will pursue opportunities to be a leader in making positive community impacts, inspired by the efforts COO Debby Goldsberry has spearheaded with Magnolia Wellness in Oakland. These contributions will primarily take the following forms:

1. Monetary Donations: CPC has earmarked a minimum of over the first five years fordonation to community non-profits. These donations may take the form of financial contributions,or, for non-profits such as women’s shelters and food banks, may be presented as in-kind donationsto reduce concerns over accepting financial contributions from a cannabis business. DCO Matt isalready in conversation with several community partners about the prospect of financial and in-kind contributions.

2. Donation of Time: CPC is committed to donating time by participating in local and statefundraisers and community-oriented campaigns and events. CPC is proud to offer all employeestwo paid days per year to participate in such activities, further encouraging employee participationand engagement within the Pasadena community. DCO Matt has discussed the potential for CPCto organize employee volunteer days in support of local non-profits and, upon licensure, willorganize the first of these events.

3. Public Information Program: CPC will establish an Ongoing Public Information Program on theCompany website designed to inform Pasadena residents about CPC’s products and the proper,safe and legal way to consume cannabis products.

CannaKids Partnership In addition to supporting existing Pasadena community partners, CPC is proud to support CannaKids, a women-owned California organization specializing in providing pediatric care using medicinal cannabis. Calyx Peak, CPC’s parent company, has supported CannaKids since early 2017. CMO Dr. Paul Song will also partner with the organization at CPC Compassion-Santa Monica, when the facility opens for business in 2019. CannaKids is a research-focused organization that supplies medicinal cannabis oil and services to adults and children, with an emphasis on pediatric care. Founded by Tracy Ryan, whose infant daughter was diagnosed with a brain tumor in 2013, CannaKids offers direct support to patients, including access to evidence-based dosing strategies, and mold-, pesticide-, and solvent-free cannabis oil to children and adults who are suffering from cancer, autism, epilepsy, PTSD, Crohn’s disease, severe pain disorders, and other qualifying conditions. CannaKids is also collaborating with some of the top researchers, doctors, and



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hospitals in the world to advance the research into evidence-based cannabinoid therapies. CannaKids has successfully secured a relationship with the Technion Institute in Israel that is leading the way in cannabis research for cancer. CannaKids is also in the planning phase with a major California hospital and is expected to start in-hospital clinical trials on pediatric patients this year.

CPC has signed a Letter of Intent and a Memorandum of Understanding with CannaKids to expand their services to the Pasadena community and to receive exclusive access to their cannabis products in the City of Pasadena. CPC customers and other members of the Pasadena community will be able to access CannaKids’ pediatric and adult cannabis “Dosing Experts,” registered nurses with expertise in providing education on the use of medicinal cannabis to treat serious conditions, especially epilepsy and cancer in children. Dosing Experts specialize in cannabinoid therapy and recommend dosing protocols specifically tailored to the patient.

III. Partnerships with Existing Pasadena Businesses

CPC has developed an internal program called Pasadena First which requires all employees responsible for purchasing and/or vendor-selection decisions to prioritize working with local third-party suppliers who align ethically with CPC’s values. The core tenet of the program is to source from Pasadena and the immediately surrounding areas, whenever possible, for day-to-day supplies, and a variety of business services ranging from printing, to marketing, equipment installation and facility-related maintenance. This list will be jointly developed by the CPC management team, under the guidance of Director of Community Outreach, Matt Bogaard. Matt will engage with local, businesses and contractors that share CPC’s commitment to sustainability, social engagement, and supporting and enriching the lives of local residents. By bringing on local partners with strong ties to Pasadena, CPC hopes to positively impact Pasadena’s economy, improve perceptions of the cannabis industry, and develop a business model that meets the needs of the community. Post licensure, CPC will:

1. Actively work to become a link between the City’s cannabis industry and other local businesses.Matt will work with the Pasadena Chamber of Commerce, which CPC has officially joined, todevelop a list of preferred companies that are local to Pasadena. CPC’s management team will thencontact small businesses in Pasadena, emphasizing those who are also members of the Chamber ofCommerce.

2. CPC will also prioritize businesses designated as small, diverse businesses with a classification asa: (1) women business enterprise (WBE); (2) minority business enterprise (MBE); (3) disabledbusiness enterprise; (4) LGBTQ business enterprise; or (5) veteran business enterprise.

3. CPC will prioritize companies that share our vision and values, specifically companies with hiringpractices that emphasize diversity, and the hiring of individuals disproportionately impacted bycannabis criminalization.

CPC will engage local businesses to provide the wide range of services necessary for an enterprise of its size and complexity. This will include purchasing products such as packaging, office supplies, technology systems, and equipment from suppliers in Pasadena and throughout California. The CPC team has had initial conversations with Pasadena-based vendors and looks forward to solidifying partnerships once we secure a license and property. For example, after initial conversations, CPC intends to work with Hoss MacVaugh of MacVaugh & Co, a Pasadena-based real estate brokerage company with strong ties to the community, and CPC is closely involved with DCO Matt Bogaard’s locally-based security firm, Bogaard Group International (BGI). CPC has also begun identifying vendors drawn from an environmentally-conscious list prepared by the City of Pasadena as well as businesses that are members of the Pasadena




Chamber of Commerce. We plan to continue giving preference to members of this list as we search for potential vendors or business partners. The initial list of prospective partners includes:

● Go Green Consulting—sustainability consultant and member of the Pasadena Chamber ofCommerce

● George L. Throop Company—lumber, building materials, construction● Consolidated Electrical Distributors of Pasadena—electrical● Verlux Energy, Inc—solar electric● Air-Tech Air Conditioning & Heating, Inc.—appliances, specializing in energy efficient● Pasadena Heritage—preserving and protecting Pasadena’s historic and cultural heritage● Onyx Architects Inc.—architecture and design● Katie’s Bakery—gluten-free and vegan baking, potential event catering● Urth Caffe Pasadena—exclusively organic heirloom coffee, potential event catering and staff

incentives● Elite Maintenance Services—janitorial services● Abbracci Group—unconventional HR consulting



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SECTION 3: NEIGHBORHOOD COMPATIBILITY & ENHANCEMENT

PART I: EXTERIOR DESIGN CONCEPT

CPC has not yet secured a physical location for its proposed retail facility. However, after carefully examining Pasadena’s zoning ordinances, we have determined that a property within the Old Pasadena neighborhood will best meet the requirements for our planned dispensary. CPC’s exterior renderings, included on pages 4-6 of CPC’s Design Concepts Packet (DCP) enclosed at the end of the application, reflect the unique characteristics of the neighborhood. As discussed further in Part II: Design Concept Integration, CPC will collaborate with organizations such as Pasadena Heritage and neighborhood associations to ensure that the exterior of the retail facility embodies the history, culture, and unique character of Pasadena and the specific neighborhood. Throughout its restoration efforts, CPC will ensure that the property reflects the historical significance of the era of construction and retains its original character and that all restorative efforts occur in alignment with Pasadena’s Design Guidelines for Historic Districts. Page numbers used throughout this section are in reference to the attached DCP.

Reflection of Architectural Traditions: After studying existing architecture throughout the city, including Pasadena’s existing Apple store in Old Pasadena, we developed an original design that strives to mirror existing structures within the city. CPC’s storefront renderings show an eclectic mix of Art Deco, Spanish, modern, and Victorian elements that are reflected throughout the city of Pasadena.

Patient/Customer Entry Experience and High-Quality Materials and Fixtures: Approaching the storefront, customers will be greeted with a mix of modern minimalistic and Victorian-style architectural elements. Clean, white brick will allow decorative design elements and branding to stand out. The building’s metal gooseneck, anti-glare LED light fixtures, and decorative molding provide a subtle Victorian touch while the clean lines and natural tones evoke both Art Deco and Spanish styles. CPC’s storefront will also feature with a boldly delineated black metal trim and a rectilinear awning that typifies the geometric symmetry of the Art Deco and Modernist traditions.

Utilization of Existing Materials and Preservation: CPC will strive to preserve the original materials of the building whenever feasible. Our team will design a preventative maintenance program, aligned with the building we select, with the goal of protecting the original features of the structure. Should the dispensary location feature original hardwood floors, we will utilize a protective paint or stain. Signage or solar panels will be installed by experts who demonstrate a clear understanding and ability to perform the installation without harming original features.

In the event that repairs or substitute materials are needed, or that original materials are not easily available, CPC will use of high-quality, environmentally friendly substitute materials. Prior to introducing any new elements, CPC will consult with the Historic Preservation Commission (HPC) and Pasadena Heritage, a non-profit organization focusing on historic preservation, to ensure restoration efforts result in a building that fits seamlessly with the character of the community. We will follow Pasadena’s “Preferred Sequence of Preservation Actions,” including: (1) maintaining features intact and in good condition; (2) repairing features that have deteriorated or been damaged to their original condition; (3) replacing features that are beyond repair to match the original character, whether that be material, detail, or finish; (4) reconstructing missing features using appropriate evidence; and (5) adding new features only when absolutely necessary to minimize the impact on the original character of the building.

Level of Investment: CPC has earmarked a considerable amount of funding towards the building improvement and renovation process. CPC has budgeted per sq. ft. of retail space, which is at the



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higher end of a typical budget for a retail build-out and reflects CPC’s commitment to creating a high-end establishment. CPC also built in a cushion in case of delays, overruns, extra work, or other unforeseen costs of facility build-out. As described further within Section 2—Financial Plan, CPC anticipates the dispensary buildout and related opening expenses to total allocated to building improvements and allocated to store and security equipment purchases. CPC has budgeted approximately for related construction fees and permits and an additional

for opening costs and initial inventory.

Landscaping and Patient/Customer Parking: CPC’s exterior landscaping features the installation of colorful, low-water plants, including succulents and cacti, under the bay windows in tall, rounded vases and rectilinear boxes. CPC will offer off-street parking to customers. In accordance with PMC 17.46, CPC will secure a minimum of three parking spaces per 1,000 sq. ft. of retail space. CPC will mirror existing retailers in Old Pasadena and offer parking spaces at a garage at least 1,000 feet from the facility through Pasadena’s Zoning Parking Credit Program.

Exterior Integration with Pasadena’s Commitment to Sustainability: CPC aims to provide Pasadena customers with the highest quality cannabis products and retail experience while minimizing the Company’s environmental footprint. CPC will utilize an environmentally-friendly approach during construction, build-out and ongoing operations of its dispensary facility in Pasadena, reflecting the City’s commitment to becoming a ‘Green City,’ while incorporating many of the recommended initiatives in Pasadena’s Think Green Training Module.

As our management team has done in other jurisdictions, we will work with local architects to ensure we align with local building codes and initiatives, in particular, sustainability programs such as the inspirational Pasadena Green Building Program. Our ownership team worked closely with local architects to learn about Pasadena’s sustainability programs, including the Green Building Program, as well as a Pasadena-based energy consulting firm, as recommended by the Pasadena Chamber of Commerce, to evaluate the best steps we can take towards environmental sustainability at the location, with the goal of attaining LEED certification. As the following initiatives come to fruition, CPC will reevaluate the direction of the environmental initiatives with input from Pasadena community organizations and leaders.

● Green Rewards Program and Bike Rack Installation: Patients and Customers will be invited toparticipate in CPC’s ‘Green Rewards Program,’ CPC’s employee and customer incentive initiative.Four bike racks will also be installed in the front of the dispensary for customer use and four in therear for employee use.

● Use of High Quality, Eco-Friendly Materials: CPC will build with eco-friendly concrete and willsource exterior fixtures, including lighting, awnings, solar panels, and any restorative materialsrequired from high-quality vendors, located in California whenever possible.

Finally, to limit the structural impact to the original building, CPC’s signage, solar panels, lighting fixtures, and security installations will be minimalist in design. CPC’s signage will consist of three-dimensional metal lettering and laser cut detailing affixed to the facade. The sign’s Gothic-style fonts are clean, easy to read, and pleasant to the eye.

PART II: DESIGN CONCEPT INTEGRATION

Integration with Pasadena’s Urban Fabric and Architectural Landscape CPC shares Pasadena’s vision of preserving and restoring historic and architecturally significant buildings that enrich the community’s art and culture. CEO Edward Schmults is committed to ensuring that the CPC of Pasadena storefront is a gift to the streets of the community. Taking into account the environmental, aesthetic, and cultural goals prioritized by the city, CPC will target a historic building in need of repair and will consult with HPC and Pasadena Heritage. Choosing an older building will also result in environmental



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benefits including substantial energy savings by eliminating the need for new construction materials, drastically reducing the energy typically required by construction material transport and demolition. As evidenced within CPC’s DCP, CPC’s multi-pronged approach to the design process involved extensive historical and architectural research, as well as landscaping, sustainability and security considerations, and will continue to evolve as CPC considers properties for the retail location.

Adhering to Pasadena’s Design Guidelines for Historic Districts and Preservation Strategy In the event that CPC is able to secure an existing, historical structure, CPC will work to preserve and highlight the building’s original historical character and architectural design. CPC will remain sensitive to Pasadena’s established, city-wide design principles that serve to preserve the original character of historic neighborhoods and commercial areas. In planning this restoration project, CPC will adhere to city-wide design principles as reflected in the city of Pasadena’s Design Guidelines for Historic Districts and Pasadena’s Municipal Code, including the “Preservation Strategy” developed by the city of Pasadena. Namely, CPC will: (1) research the history of the property prior to beginning restoration efforts; (2) assess existing conditions; (3) list use requirements needed to convert the property; and (4) execute a preservation strategy that reflects our proposed restoration/renovation plan and understanding of the history of the building.

Restorative work will follow Pasadena’s “Basic Principles for Preservation,” namely: (1) respecting the historic design character of the building, including refraining from making alterations that cause the building to look older than it is; (2) protecting significant features and stylistic elements of the property through preventative maintenance measures including rust removal, caulking, limited paint removal and reapplication of paint; (3) preserving key, character-defining features of the property that help convey the character of the resource as it appeared during its period of historic significance, including the basic structural system and building materials, as well as windows, doors, porches and ornamentation; and (4) repairing deteriorated historic features, using recognized preservation methods whenever possible, and replacing only those elements that cannot be repaired.

Integration with Neighborhood Aesthetic: Old Pasadena Pasadena’s rich cultural tradition has resulted in dozens of historic districts, each with its own individual flavor. After analyzing the unique architectural characteristics of each neighborhood within the areas that qualify for cannabis retail, CPC’s preference is to locate the facility in Old Pasadena. Old Pasadena is a Business Improvement District home to more than 300 restaurants and retailers including many unique to Pasadena, designated by the Only in Old Pas stamp. Old Pasadena’s 22-block historic district offers a central location with easy access to four major highways (110, 134, 210 and 710), Metro Gold Line Light Rail, and local Pasadena transit system. Patients and customers may also enjoy walking to the dispensary and taking in Pasadena’s stunning tree-lined streets. CPC will carefully review local zoning regulations and choose a location in compliance with PMC 17.50.066.

Before developing our proposed dispensary concepts, CPC carefully researched existing businesses located within Old Pasadena, identifying those that have participated in extensive restorative efforts. This vibrant area, nestled within Pasadena’s downtown, is characterized by the sentiment ‘old meets new,’ and is represented by manicured gardens, charming alleyways, and old brick, artfully blended with eclectic storefronts that offer modern dining and retail experiences. We are approximating square footage to be in the 2,500 sq. ft. range, mirroring many other retailers within this neighborhood.

CPC’s design is inspired by two mainstream retailers, Apple and MAC Cosmetics, and two Only in Old Pas retailers, Again Café x Chibiscus Ramen and Ballard’s Artwork Framing & Gallery (page 5). Each of these four structures honors the architectural integrity of Old Pasadena, skillfully fusing modern elements with original features like brick, stone, and windows to create an appealing effect. CPC’s exterior renderings illustrate our plans to model our exterior facade design after these businesses (DCP pages 1, 4




and 5). If CPC chooses a location outside Old Pasadena, we will apply the same level of due diligence to investigate the neighborhood’s character and ensure that the facility fits seamlessly within the area’s architectural tradition.

Interior Design Concept

The attached design concept packet depicts the interior design plans for the dispensary, beginning with our proposed floor plan (DCP page 8). The proposed interior designs aim to showcase our team’s creativity and the innovative twists we’ve developed to reflect the historic architectural traditions, culture, and character of the city.

Ambiance and Accessibility: CPC selected a warm, welcoming color scheme consisting of olive, forest green, blush, peach, and yellow shades, complemented by natural tones in the furnishings and fixtures, as illustrated on page 8 of the attached DCP. Navy and magenta accents (page 15) will add a pop of color and a modern twist. Together, these elements create a comfortable and calm atmosphere for customers and patients. All entries/exits, bathrooms, and walkways/aisles within the retail space are ADA-compliant and include automatic door push-plates. Lowered counters and moveable tablets are also featured within our design concepts to demonstrate our commitment to accessibility. The consultation room will have the feel of a high-end medical clinic and will feature a table with comfortable chairs. In addition, the dispensary will feature a “living wall,” consisting of low-impact vegetation, such as succulents and cacti.

Sustainable, High-Quality Materials and Fixtures: Materials have been carefully selected to align with the city’s unique aesthetic and the value it places on sustainability (DCP pages 8-13). The fireclay tiles used on the front of the reception desk, in the checkout area, and in the backsplash in the employee break-out area are made from 70% sustainable materials designed by countertops made from 100% recycled glass will be installed in the employee break area. Hardwood floors sourced from the are made from sustainable materials, certified by the Forest Stewardship Council (FSC) and constructed to the highest standards, exceeding California CARB2 standards for toxic emissions in adhesives and finishes. The fabric used to upholster chairs in the waiting area and employee break out area will be sourced from known for exceptional, plastic polyvinyl chloride (PVC) free fabrics and for being the first PVC-free textile and wallcovering company.

Installation of Energy Efficient Appliances and Selection of Eco-Friendly Supplies: CPC will evaluate energy efficiency ratings when purchasing appliances or electronics for the dispensary, such as televisions, computer monitors, and copy machines, and will install Energy Star appliances where possible. All equipment and electronics will be compliant with the California Title 24 Building Energy Efficiency Standards. CPC will also install: (1) hand dryers in the kitchen and bathrooms to reduce the use of paper towels; (2) waterless urinals and high efficiency/low-flow faucets that conserve on average 40,000 gallons of water per year as well as lower water bills and maintenance costs; and (3) energy-saving LED bulbs to replace all incandescent lighting. CPC will also purchase environmentally-friendly supplies whenever possible including printer paper, paper towels, plastic trash bags, and packing items will be sourced from recycled or reusable materials and will be recycled or composted after use. CPC will research and source environmentally-friendly office supplies, emphasizing materials sourced from local manufacturers that are composed of recycled content.



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PART III: INTEGRATION OF SECURITY MEASURES



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Part IV: Air Quality/Odor Control

CPC intends for the proposed dispensary facility to appeal to high-end sensibilities: a prospect that does not include the characteristic scent of cannabis. To that end, and in accordance with PMC 5.78.170(H), CPC will install sophisticated odor-absorbing ventilation and exhaust systems that use negative air pressure to purify the dispensary’s ambient air and neutralize strong odors within the facility before they can emanate off-site. EVP Adam Thomarios, VP of construction company THOMARIOS and who currently manages a licensed cannabis cultivation facility in Ohio, has overseen the construction of highly complex facilities up to and including nuclear operations for more than 20 years. Adam will take charge of the build-out process, in consultation with appropriately certified local engineers, architects, and other technicians who are qualified to review the selected site and ensure the selection and installation of HVAC systems that meet applicable codes as well as Adam’s exacting standards.

CPC reached out to Byers Scientific & Manufacturing (BSM) for odor control recommendations; CPC’s management team has already worked with BSM for odor control solutions for odor control in cannabis cultivation. BSM designs, engineers, and manufactures equipment for application in the industrial odor management industry, offering best of class equipment and leading odor abatement solutions. BSM equipment is used in landfills, materials recovery facilities, leachate treatment plants, and over 7.5 million square feet of cannabis canopy in North America. BSM also recently consulted for Santa Barbara County on the draft environmental impact statement on the subject of cannabis odor control. BSM systems have been certified by professional engineers and certified industrial hygienists for both safety and efficacy.

Byers recommended the M130 Vapor Phase Unit (“M130 Unit”) from OMI Industries in combination with the Fresh Wave® IAQ odor eliminating solution, (page 24), to prevent odors from permeating the facility or its surrounds. The M130 Unit allows for cost-effective and efficient application of odor eliminating solutions by destroying odors at the molecular level, disbursing sub-micron molecules of the solution into the air, and allowing the droplets to make contact with a larger surface area to maximize odor elimination from the ambient air, furniture, and other facility surfaces. This compact system is similar in function to the much larger 275 gallon Byers Scientific industrial CNB 100 Deodorizer that eliminates odors for 120,000 square feet of Calyx’s Santa Barbara cultivation facility. The Fresh Wave® IAQ CNB-100 odor elimination solution is a cannabis-specific solution that uses a proprietary blend of plant oils, food-grade surfactants, and water. Eschewing the use of VOCs, alcohol, fragrances or other harmful substances, this system has earned the Safer Choice recognition from the EPA for its use of safe and environmentally-friendly ingredients. Commonly used in full-scale greenhouse operations, this solution is more than adequate for a retail environment.

Pursuant to 5.78.170(H)(1), CPC will also install an exhaust air filtration system using High-Efficiency Particulate Air (“HEPA”) filters, which filter at least 99.97% of all airborne particles as small as .3 microns, along with 1-inch thick replaceable activated carbon filters for odor mitigation. This integrated filtration system will effectively remove airborne pollutants and any lingering odors or smells. This equipment will ensure that negative air pressure is maintained between the interior of the facility and external air by means of a coordinated exhaust and intake system, adding an additional layer of security preventing odor molecules from leaving the premises.



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Protocols designed to ensure that no odor is detected outside the facility does not in any way become a public nuisance include, but are not limited to: (1) routine facility and equipment audits; (2) securely closing doors and points of ingress to reduce the spread and permeation of odor, reduce contamination, and maintain the negative air pressure needed to control the flow of odor molecules; (3) updating a maintenance log that tracks HVAC filter changes according to manufacturer specifications or more frequently, depending on need; (4) ensuring that all products on-site are sealed in their final packaging prior to arrival and throughout their time on the premises to reduce the likelihood of odor issues; (5) training staff to notice any unusual odors and notify management immediately; (6) conducting an annual review of odor mitigation equipment and determining if there are better practices to adopt based on industry standards; (7) patrolling the facility periodically throughout the day during regularly scheduled security checks to assess odor emanation; (8) proactively communicating with neighboring businesses and other stakeholders in the city through scheduled meetings, attendance at Chamber of Commerce events, and via anonymous surveys that allow CPC to collect unbiased feedback and address concerns as they arise; (9) ensuring that the odor management plan is always up to date in the event of a modification is made to the facility; (10) disposing of waste and recycling on property in a timely manner, and in accordance with city and state regulations pertaining to cannabis waste, as well as the City of Pasadena Trash and Recycling branch of the Department of Public Works division; CPC will emphasize recycling whenever possible, providing recycling bins in all working areas of the facility; and 11) scheduled cleaning of the dispensary during opening and closing procedures, while utilizing eco-friendly cleaning agents, pursuant to PMC §8.11.110(A)(1).





C P C T E A M 2 4 o f 2 5

CP

C O

F P

AS

AD

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ET

AIL

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PL

ICA

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CHIEF EXECUTIVE OFFICER

Edward Schmults

CHIEF OPERATIONS OFFICER

Debby Goldsberry

DIRECTOR OF PRODUCT DEVELOPMENT & MERCHANDISING

Kim Pingaro

CHIEF TECHNOLOGY OFFICER

Robert Bacchi

DISPENSARY GENERAL MANAGER

Grace Noe

GENERAL PARTNER

Beom-Hee Bobby Lee

DIRECTOR OF QUALITY ASSURANCE & COMPLIANCE

Kevin Gunning

DIRECTOR OF REGULATORY AFFAIRS

Allison Stockman

DIRECTOR OF SECURITY OPERATIONS & COMMUNITY OUTREACH

Matt Bogaard, PhD

EXECUTIVE VICE PRESIDENT

Adam Thomarios

DIRECTOR OF SECURITY DESIGN

Tony Gallo

CHIEF ADMINISTRATIVE OFFICER

Howard KeumCHIEF FINANCIAL OFFICER

Erin CarachiloCHIEF MEDICAL OFFICER

Paul Song, MDCHIEF INVESTMENT OFFICER

Michael Bang



CHIEF EXECUTIVEOFFICER

Edward Schmults

CHIEFADMINISTRATIVE

OFFICERHoward Keum

CHIEFADMINISTRATIVE

OFFICERHoward Keum

CHIEFINVESTMENT

OFFICERHyong-gue Michael

Bang

CHIEF MEDICALOFFICER

Paul Song, MD

CHIEF FINANCIALOFFICER

Erin Carachilo

CHIEFOPERATIONS

OFFICERDebby Goldsberry

CHIEFTECHNOLOGY

OFFICERRobert Bacchi

GENERALPARTNER

Beom-Hee BobbyLee

DIRECTOR OFREGULATORY

AFFAIRSAllison Stockman

EXECUTIVE VICE PRESIDENT

Adam Thomarios

DIRECTOR OFQUALITY

ASSURANCE ANDCOMPLIANCEKevin Gunning

DISPENSARYGENERALMANAGERGrace Noe

DIRECTOR OFPRODUCT

PROCUREMENTRay Yoon

DIRECTOR OFSECURITY

OPERATIONSAND COMMUNITY

OUTREACHMatt Bogaard, PhD

DIRECTOR OFPRODUCT

DEVELOPMENTAND

MERCHANDISINGKim Pingaro

DELIVERY DRIVERS

Executive Management Team

Senior Operations Team

Open Roles to Hire Locally

FULFILLMENTMANAGER

PATIENT/CUSTOMER CARE

ASSOCIATES

SECURITYGUARDS

DIRECTOR OFSECURITY

DESIGNTony Gallo

BOOKKEEPER

INVENTORY MANAGER

INVENTORYPACKAGER

RECEPTIONIST

O R G A N I Z AT I O N A L C H A R T & T E A M E X P E R I E N C E 2 5 o f 2 5

KEY

EXECUTIVE MANAGEMENT TEAMSENIOR OPERATIONS TEAMOPEN ROLES TO HIRE LOCALLY

60

55

80

55

175

20

30

25

CP

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AD

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A R

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PL

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YEARS TOTAL IN CANNABIS

YEARS TOTAL IN LAW ENFORCEMENT &

SECURITY

YEARS TOTAL INFINANCE

YEARS TOTAL INRETAIL BUSINESS

OPERATIONS

YEARS TOTAL IN HIGHLY-REGULATED

INDUSTRIES

YEARS TOTAL IN CONSTRUCTION

YEARS TOTAL IN TECHNOLOGY

YEARS TOTAL IN HEALTHCARE



Documents

CB-3111272018 CPC of Pasadena, LLC Scoring Worksheet · Google AdWords, print advertising, interior signage, email campaigns, coordinated events, community engagement activities,