NSMC-OPCO, LLC Natural State Medicinals Cultivation Cultivation Application C/I/alwal 99am MED NALS Wanda! (Jim), MEDICINALS Table of Contents Cover Page Proof of Funds Bank Statement of $1.55 Million in Liquid Assets Surety Bond of $1 Million Surety Bond Section A Signed Operating Agreement with Equity Division Section B: Alonzo Dean Williams Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 DEA License Retail Pharmacy License College of American Pathologists Laboratory Accreditation Centers for Medicare and Medicaid Services Histopathology Accreditation Centers for Medicare and Medicaid Services Toxicology Arkansas State Background Check Section B: Clifton Bolen Peck IV Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 DEA License #1 DEA License #2 DEA License #3 DEA License #4 DEA License #5 DEA License #6 DEA License #7 DEA License #8 DEA License #9 DEA License #10 Louisiana State University Veterinary Diploma Arkansas Veterinary Medicine and Surgery License MEMS Award FBI Award Arkansas State Background Check Section B: Donald Keith Mooney Section B, Appendix 1 Section B, Appendix 2 2 Section B, Appendix 3 Section B, Appendix 3 DEA License Arkansas Medical License Arkansas State Background Check Section B: Donna Ann Terrell Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 Arkansas State Background Check Section B: Donna Mae Mooney Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 Arkansas State Background Check Section B: Joseph Charles Courtright Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 5 Section B, Appendix 3 Arkansas Pharmacist License Kansas Pharmacist License Missouri Pharmacist License Oklahoma Pharmacist License Controlled Substance Distribution Permits Regulated Permits Arkansas State Background Check Section B: Kathryne Deane Peck Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 Arkansas State Background Check Section B: Kelli Plumlee Schlesinger Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 DEA License Arkansas Medical License Arkansas State Background Check 3 Section B: Robert Wayne deBin III Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 Qualified Integrators and Resellers Certificate Arkansas State Background Check Section B: Scott Michael Schlesinger Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 DEA License Arkansas Medical License Arkansas State Background Check Section B: Stephen Lee LaFrance Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 Arkansas State Background Check Section B: Susan Diane Williams Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 Arkansas State Background Check Section B: Wendy Perdue LaFrance Section B, Appendix 1 Section B, Appendix 2 Section B, Appendix 3 Section B, Appendix 3 Arkansas State Background Check Section B: Andrew John Salini Section B, Appendix 1 Section B, Appendix 2 MED Badge Arkansas State Background Check Section B: Harry Earnest “Bud” Cummins Section B, Appendix 1 Section B, Appendix 2 Arkansas State Background Check 4 Section B: Frank Edward Groves Section B, Appendix 1 Section B, Appendix 2 Arkansas State Background Check Section B: Joshua Lauden Risley Section B, Appendix 1 Section B, Appendix 2 MED Badge Arkansas State Background Check Section B: Lance Tyler Huey Section B, Appendix 1 Section B, Appendix 2 Arkansas State Background Check Section B: Terence Anthony Fitch Section B, Appendix 1 Section B, Appendix 2 Arkansas State Background Check Section C Section C. Part 1. Written Statement from the Property Owner Section C. Part 2. Proof Proposed Location is 3,000 feet from all Churches, Schools, and Daycares Section C. Part 2. Report and Survey of the Location Section D Section E Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Schedule 7 Exhibits 5 8l15v?2017 Proof Of Funds - NSMC-OPCO Bank - Statement of $1 .55M in Liquid Assets (10f?) 1/1 Proof Of Funds - NSMC-OPCO Bank Statement of 1 .55M in Liquid Assets (20f2) Proof ofFunds Surety Bond 0f$1M Bond Number: 10061622 and Performance Bond (page 1 of 2) SURETY BOND PRE-APPROVAL Medical Marijuana Cultivation Facility KNOW ALL PEOPLE BY THESE PRESENTS, that NSMC-OPCO. LLC (a corporation of the State of Arkansas (individual), (partnership) (hereinafter referred to as the ?Principal"), andluds?m '"f'mance was corporation of the State of Delaware Name of Surety (thereinafter referred to as the "Surety"), are held and firmly bound unto the State of Arkansas, for Department of Finance and Administration, Arkansas Medical Marijuana Commission (hereinafter referred to as in the amount of one Mi ion Dollars for the payment of which the Principal and the Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. The conditions of this obligation are such that, whereas the Principal has submitted, or is about to submit, to the State of Arkansas an application for a medical marijuana cultivation facility and submits this bond as partial or full proof of assets in the amount of one million dollars 1) If said application is denied by the MMC, then this obligation shall be void. (2) If said application is granted and the MMC awards the Principal with a license, the Principal shall furnish a bond in the amount of five hundred thousand dollars for the Principal's faithful performance of said license, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the agreement created by the acceptance of said bid, then this obligation shall be void. IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, on the day and year set forth below. SEAL: MMC-OPCODate By: (r In t' In Hudson insLirance Company 8/18/2017 aims of Surety Date By: ?bril-1"" .35! MlchaelJ. Herranen, Attorney-in-Fact NOTE TO SURETY AND PRINCIPAL: The application submitted, which this bond guarantees, may be rejected it the following instrument is not attached to this bond: Power of Attorney showing that the agent of Surety is currently authorized to execute bonds on behalf of the Surety, and in the amounts referenced above. Bond Number: 10051622 Proof of Funds Surety Bond of and Performance i 1.) -- . Bond (page 2 of2) any?), vi 1?31. .1. I. POWER OF ATTORNEY KNDW ALI- MEN BY THESE. PRESENTS: that HUDSON INSURANCE CDMPANY. a corporation: of the State ol'Dciawarc. with of?ces at Hit) William Street. New York. New York. 10038. has made. constituted and appointed. and by these presents, does make. constitute. and appoint Michael J. Herranen (if the State of AZ its true and lawful at New York. New York. each alone to have t'ull power to act without the other or others. to make, execute and deliver on its behail?. as Surety. bonds and undertakings given any and all purposes. also to esceute and deliver an its behalf as aforesaid renewals. extensions. agreements. thi'eers. Consents or stipulations relating to sacli bonds or undertakings previdcd. however. that no single bond or undertaking shall obligate said Company for any portion al? the penal sum thereof in excess of the sum of One Million Dollars Such bonds and undertakings when duly esecutcd by said shall be binding upon said Conipany as fully and to the same extent as il'signed by the President of said Company under its corporate seal attested by its Secretary. in Witness Whereal". COMPANY has caused these presents to be ol?its Executive Vice President tltereunto duly authorized. on this day of October . 20 at New York. New York. 1 HUDSON INSURANCE COMPANY its? been. a .5. .. - 5?s: .. . .. Ins ithi'l'tls Christopher {Sartre-I Corporate Secretary [Executive Vice President Uh NEW \?Cllt COUNTY OF NEW YURKbefore me personally tame Christopher Snare-r. in me known. who being by me duly sworn did depose and say that he is an Vice President of COMPANY. the co oration described herein and which executed the above instrument. that he knows the seal of said Consortium. that the seal artist-d it: said instrut?nent is such cur rate seal. that it was so nit'tsed by order or the Board of Directors of said Cut oration. and that he - is ratme thereto by like order ?1 ?attii'i?'li?tiha? I . . use (Notarial Seal) -. . M. MU a? 709% Notary Public. at -w York 5" Eff ?ism: E. No emu '1 3* Quali?ed in Nassau County it. 55 Commission list-ares December It). 10!? ?t/Attnett?" ?this? CERTIFICATION STATE or NEW rone e55, con arr 0F new roar. The undersigned lJina Dasltulakis hereby certi?es. That the Original resolution. ol'wltieh the is it [fun and correct copy. was dulyI adopted by unanimous consent ol'the Board of Directors of I liaison Insurance Company dated July 3007, and has not since been revoked. amended or modi?ed that the President. the list-cause Vice Presidents. the Senior Viee Presidents and the Vice Presidents shall have the authority and discretion. to appoint sueh agent or agents. or attorney or attortteytr-in?t?aea tor the purpose or carrying on this Company's surety business. and In empower such agent or agents- or attorney or in cseeute and deliver. under this Company?s seal or otherwise. bonds Obligations. and recoentaatices. whether made by this (Company as surety thereon or otherwise. indemnity contracts. enntraets and certi?cates. and any and all other contracts and undertakings made in the course of this Company's surety business. and renewals. extensions. agreements. \taiVers. consents or stipulations regarding undertakings so madc_ and that the signature Many such Of?cer nfthe Company and the Cottltiatty's seal may be af?xed by litcsimile to any power or centl'tealion given For the execution rtt'ttny hot-1d. undertaking. recugtihtanCe. contract of indemnity or other written obligation in the nature thereof or related thereto. such signature and seat when so used whether heretofore or herea?er. Mini! hereby adopted by the L'ortipany its the engine] signature of such of?cer and the original seat at' tlte Company. to be valid and binding upon the Company with the same force and et?t?ect as though al't'tsed THAT the above and foregoing is a fail. true and con-eel copy al'Potter ot'Attorney issued by said Company, and of the whole ot'tlte original and that, the said Power or Attorney us still to Full force and eit?ect and has not been revoked. and furthermore that the Resolution of the Board at Directors. set i'nrth in the said Power Is now in three. Witness the hand of the undersigned atid the seal ot?satd Corporation this 18th day of . 2017. ?i frt-A?ZL Corporate Secretary APPLICATION FOR MEDICAL MARIJUANA CULTIVATION FACILITY A GENERAL INFORMATION 1. Name of Applicant (Must be a natural person.) Joseph Charles Courtright 2. Business Name Fictitious Trade Name (if any) Natural State Medicinals Cultivation Business Address One Allied Drive, Suite 1720 Little Rock, AR 72202 Business telephone number 501'492'4667 3* Business entity type Limited Liability Company Date of business formation or incorporation 8'3'2017 State(s) of Incorporation Arkansas Registered Agent Name Agent Address One Allied Drive. Suite 1720, Little Rock, AR 72202 4. List all owners, stockholders, shareholders, members, of?cers, and board members of the proposed cultivation facility. Identify the nature of the individual?s or corporation?s af?liation with the proposed cultivation facility and the percentage of ownership, if any. NOTE: Please make sure that 100% of the ownership interest in the proposed cultivation facility is accounted for in this section. (Attach any necessary additional pages to this form. Include a header on any attachments. The header for this response should include ?Section A. Number Dr. Joseph Charles Courtright. Applicant. Chairman and CEO 15.72% Owner Stephen Lee LaFrance 555% Owner Wendy Perdue LaFrance 10.07% Owner Dr. Scott Michael Schlesinger, MB. 5.66% Owner. Member of Medical Board Dr. Kelli Schlesinger, MD. 10.07% Owner, Chairman of Medical Board Dr. Clifton Bolen Peck. DVM. 4.23% Owner Deane Peck. RDN 7.51% Owner Robert DeBin 4.46% Owner, Vice President IT 8. Business Development. Board of Directors Dr. Donald Keith Mooney, MD 4.23% Owner, Member of Medical Board Dr. Donne Mae Mooney, 7.51% Owner, Board of Directors, Member of Medical Board Dr. Alonzo Dean Williams BL, MD 5.45% Owner, Member of Medical Board Susan D. Williams. 15.02% Owner. Board of Directors Donna Terrell 1.41% Owner, Board of Directors. Vice President of Community Outreach 5. County of Proposed Location 6. City of Proposed Location (Ifinside city limits) ?Oi IOC?tad Within City limlt? 7. Has the applicant or business entity filed, or does the applicant or business entity intend to ?le an additional application for a cultivation facility license, under the same or a different name at a different location? If so, please provide the location(s) and any other name under which the application(s) will be made. No 8. Is the Applicant or any owner, stockholder, shareholder, officer, or board member in any way af?liated with any other applicant(s) for dispensaries/cultivation centers? If yes, please identify the individual and the name of the proposed cultivation facility or dispensary, and brie?y describe the nature of the relationship. No 94m 1, 30'4??th certify that the information provided in this form and its attachments is complete and accorate. understand that any misstatement or concealment of fact may be grounds for refusal of application or revocation of license if later Signed this 2 day of IA. U?ui'i- Z. Signature of Applicant lat Subscribed and sworn to before me this itNotary Public My Commission Expires: NOVQAMMCV WM: 201E) LINDSEY FORBESS Notary Public - Arkansas Pulaski County Commission 12599433 My Commission Expires Nov 26. 2025 11 Section A - Initial Operating Agreement AMENDED AND OPERATING AGREEMENT 59254 I 5.l Section A - Initial Operating Agreement Section A - Initial Operating Agreement 5925415.] Section A - Initial Operating Agreement 5925415.] Section A - Initial Operating Agreement 59254 I S.I Section A - Initial Oooeratin A-reement 59254l5.l Section A - Initial Operating Agreement 5925415.! Section A - Initial Operating Agreement 59254 I I Section A - Initial Operating Agreement 59254l5.l Section A - Initial Operating Agreement 5925-1IS.I Section A - Initial Operating Agreement 592545.! Section A - Initial Operating Agreement S9254l5.l Section A - Initial Operating Agreement 59254 Section A - Initial Operating Agreement 59254 5.1 Section A - Initial Operating Agreement 59254151 Section A - Initial Operating Agreement 59254l5.l Section A - Initial Operating Agreement 59254l5.l Section A - Initial Operating Agreement 59254l5.l Section A - Initial Operating Agreement 59254l5.l Section A - Initial Operating Agreement ARTICLE 5925415.] Section A - Initial Operating Agreement ARTICLE IX DISSOLUTION AND WINDING UP 5925415.] Section A - Initial Operating Agreement Section A - Initial Operating Agreement 59254 I 5.1 Section A - Initial Operating Agreement 592545.! Section A - Initial Operating Agreement 59254l5.l Section A - Initial Operating Agreement 59254i5.l Section A - Initial Operating Agreement 59254 5.1 Section A - Initial Operating Agreement [Signature Pages allow] 59254l5.l 28 Section A - Initial Operating Agreement IN WITNESS WHEREOF, the undersigned has executed this Agreement effective as of use]: ourtright the Effective Date as set forth above. MENIBER: C. Courtright Company: NSMC-OPC LLC CE President and Manager 20 59254 15. I Section A - Initial Operating Agreement IN WITNESS WI-IEREOF, the undersigned has executed this Agreement effective as of the Effective Date as set forth above. MEMBER: L. Stephen L. LaFrsnee, Jr. 20 590714.12 Section A - Initial Operating Agreement IN WITNESS WHEREOF, the Lmdersigned has executed this Agleemenl eii?eclive as of the. Et?t?cctivc Date as set forth abnva. MEMBER: NW Wendy LaFrance-U 20 553254 I Section A - Initial Operating Agreement IN WITNESS WI-IEREOF, the undersigned has executed this Agreement effective as of? the Effective Date as set forth See . ehlesin?er, 20 3925415-: Section_A - Initial Operating Agreement 1 IN. WITNESS the undersigned has executed this c?bctivc as of the Elfectwe Date: as 5c! forth above. Kelli Schlesinger, MD. 20 59071432 Section A - Initial Operating Agreement IN. WITNESS WHEREOF. the undersigned he executed this Agreement eifeetive of the E?'eeuve Dale he set {bnh above. MEMBER: Cli?'Pee 20 5901 I ?12 Scanned by CamScanner Section A - Initial Operating Agreement IN WITNESS WHEREOF. the undmi ed has executed th?a Amemcnt effective as of the Effectiva Data as set forth above. an I MEMBER: Dunn Pack 20 Scanned by CamScanner Section A - Initial Operating Agreement WITNESS WHEREOF, the undersigned has execnted this Agreement as oi? the lift-active Date as set forth above. MEMBER: Robert DeBin MANAGER: Robert DeBin 20 5907143.} Section A - Initial Operating Agreement IN WITNESS WHEREOF. the undersigned has executed this Agreement effective as of the Effective Date as set forth above. MEMBER: 44.11.51 Donna Terrell MANAGER: f? X. 'mL?-mu if: Donna Terrell 20 590N412 Section A - Initial Operating Agreement IN WITNESS WHEREDF, the undersigned has executed this Agreement effective as of the Effective Date as set form above. MEMBER: 4W4 rt Keith oney, 20 5925415.! Section A - Initial Operating Agreement 1N WITNESS WHEREOF. the undersigned has exec hi- - the Effective Date as set forth above. 5 Agreement ?Emu? ?5 0f DIE-WEE: mama. 130an Mooney, I MANAGER: 1x0 0WD. 3? ;m0.L-1fn Donna Mooney. 0 20 Section A - Initial Operating Agreement IN. WITNESS WHEREOF, the undersigned has wanted this Agreement effective as of the Effective Date as set Forth above. MEMBER: i" .- I Alonzo Williams, MD. 20 5903'1432 "Section A Agre'eme'nt' IN WITNESS WHEREOF. the undersigned has executed this Agreement eff'cctixre as of the Effective Date as set forth abuve. MEMBERsaw: r?yr.? - Sushn Williams MANAGER: ?3.13} .. . fighe[?rjhzi_ (.3, .- .5 Susan Williams 20 59254 I Section A - Initial Operating Agreement EXHIBIT A t_o NSMC-OPCO. LLC OPERATING AGREEMENT Names of Members Joseph C. Courtright Stephen L. LaFrancc, Jr. Wendy LaFrance Scott M. Schlesinger, M.D. Kelli Schlesinger, MD. Cl iff Peck Deane Peck Robert DeBin Keith Mooney, MD. Donna Mooney, .D. Alonzo Williams, MD. Susan Williams Donna Terrell Total *Assuming all capit Total Capital Initial Membership Interests/ Contribution Commitment No. of Units* Percentage Interests 5.6620% 10.0657% 5.6620% 4.22 54% 4.460l% 4.2254% 7.5]l7% 8.4507% 15.0234% 100% applicable Member are actually funded and paid by the Member to the Company as provided in this Agreement and the Member's Subscription Agreement with the Company. Section A - Initial Operating Agreement APPENDIX t_o SMC-OPCO. LLC OPERATING AGREEMENT DEFINITIONS For purposes of this Agreement, the capitalized terms used in this Agreement (including this Appendix) shall have the following meanings, unless the context otherwise speci?cally requires: shall mean and refer to Act 1003 of 1993 of the Arkansas General Assembly (Ark. Code Ann. 4-32-101 et seq.), as amended. "Affiliate" shall mean any Person directly or indirectly controlling, controlled by, or under common control with the other Person in question. As used in this de?nition of "Af?liate," the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. "Agreement" shall mean and refer to this Operating Agreement, and all amendments hereto. shall mean this Appendix. "Articles of Organization" shall mean and rethr to the Articles of Organization of the Company ?led with the Arkansas Secretary of State, as properly amended from time to time. "Assignee" shall mean and refer to a transferee of a Membership Interest who has not been admitted as a Member. "Board" shall have the meaning set forth in Section 3.1. "Business Day" shall mean and refer to any day other than a Saturday, Sunday or legal holiday observed in the State of Arkansas. "Cagital Account? means, with respect to each Member, the capital account of the applicable Member or Members maintained in the Company's books and records in accordance with this Agreement, the Code and Regulations. "Cause" shall mean embezzlement, fraud, material intentional breach of duty to the Company, gross negligence, willful misconduct, intentional breach of this Agreement, or material failure, within ten (10) days after written notice, to ful?ll the Person's obligations or commitments to the Company as prOVided in this Agreement or the Member's Subscription Agreement with the Company; or any other occurrence or event with respect to the Member which would, or could reasonably be expected to, render the Member ineligible to continue to own an ownership interest in the Company under any applicable material governmental license NSMC-OPCO LLC . LLC Op Agr (003).oocx Section A - Initial Operating Agreement or permit held (or expected to be held) by the Company under applicable law or governmental agency rule or regulation, or which would, or could reasonably be expected to, have a material adverse effect, or place in jeopardy, any such material governmental license or permit, or any renewal thereof. "Code" shall mean and refer to the Internal Revenue Code of 1986, as amended. "Company" shall mean and refer to LLC, the Arkansas limited liability company formed pursuant to the Articles of Organization. "Company Program" or ropertl" shall mean any property owned by the Company, and shall include both tangible and intangible property. "Disposition" or "Dispose" shall mean and refer to any sale, exchange, assignment, gift, mortgage, pledge, grant, hypothecation or other transfer or conveyance, either voluntarily or involuntarily, by judicial order, operation of law or otherwise. With respect to any Member that is not a natural person, a direct or indirect change (determined from the date the Member ?rst became a Member of the Company) of more than fifty percent in the equity or voting interests in the Member or power to direct or cause the direction, directly or indirectly, of the management and policies of the Member, whether through the ownership of voting securities, by contract, or otherwise, shall be deemed to constitute a Disposition of the Member's Membership Interest in the Company for purposes of this Agreement, unless such change was to a Permitted Transferee of the Member. "Dissociated Member" shall mean and refer to any Member who ceases to be a Member in the Company by reason of the occurrence of an Event of Dissociation with respect to such Member as provided herein. "Dissociation" or "Event of Dissociation" shall mean and refer to any event or other action that causes a Member to cease to be a Member as provided herein. "Effective Date" shall mean and refer to September 1, 2017. This Agreement shall be effective on and as of said Effective Date. "Event of Dissolution" shall mean and refer to any event, the occurrence of which will result in the dissolution of the Company as provided in this Agreement, unless the Members otherwise vote or consent to the contrary as provided herein. "Fair Market Value" shall mean and refer to the price at which the property in question would change hands between a willing buyer and willing seller, neither under any compulsion to buy or sell, and both having reasonable knowledge of the relevant facts; provided, for purposes of determining the Fair Market Value of a Membership Interest in the Company, the Fair Market Value of the Membership Interest shall be equal to the amount that would be received by the Member owning such Membership Interest if the Company sold all of its assets at Fair Market Value in a commercially reasonable manner, paid all of its liabilities (including any reasonable reserve for any bona fide contingent liability), and then dissolved and liquidated as otherwise 5925415.! Section A - Initial Operating Agreement provided in this Agreement. In the event it becomes necessary to determine the Fair Market Value of any property, the Fair Market Value of the property shall be determined by agreement of the parties involved, or in the absence of such agreement, by an independent individual appraiser or appraisal ?rm mutually acceptable to such parties. In the event the parties involved are unable to agree on an individual appraiser or ?rm to perform the valuation, each party shall select a qualified independent appraiser, and such appraisers shall ?rst attempt to jointly determine the Fair Market Value of the property by mutual agreement, but if they are unable to agree on such valuation, such appraisers shall select a third quali?ed independent appraiser, and the Fair Market Value shall be determined by the average of the two appraisals with the closest valuations. lf the two appraisers cannot agree on a third appraiser, the third appraiser shall be selected by an arbitrator appointed pursuant to the rules of the American Arbitration Association or its successor. Any valuation so determined shall be binding and conclusive on the parties, absent manifest error. The cost of any such appraisal performed by a single appraiser mutually selected by the parties shall be borne equally by the seller and the purchaser. If two appraisers are required, each party shall bear the cost of the appraiser selected by the party; and if a third appraiser is required, the cost of such third appraisal shall be borne by the party whose appraiser's appraisal (or if applicable, whose last written proposal, delivered to the other party before the third appraiser was engaged), is the further from the third appraiser's valuation, as measured by the difference in dollars. "Famin Member" shall mean with respect to any Person, such Person?s spouse, ancestor, sibling, or descendant, or any ancestor, sibling or descendant of such Person's spouse. "Fiscal Year" shall mean the Company's taxable year for federal income tax purposes. "Formation Date" shall mean and refer to the date on which the original Articles of Organization of the Company were ?led with the Arkansas Secretary of State August 3, 2017) "Ineligible Transferee" shall mean any transferee who would, or could reasonably be expected to, not be eligible to own an ownership interest in the Company under any applicable material governmental license or permit held (or expected to be held) by the Company under applicable law or governmental agency rule or regulation, or whose oWnership of a Membership Interest in the Company would, or could reasonably be expected to, have a material adverse effect, or place in jeopardy, any such material governmental license or permit, or any renewal thereof, in each case as reasonably determined by the Board. "Manager-gs)" shall have the meaning set forth in Section 3.1. "Morin! in Interest of the Members" shall mean any Member (or group of Members), whose Percentage Interest(s) exceed(s) fty percent individually or in the aggregate. "Maioritv in Interest of the Other Members" shall mean any such other Member (or group of such other Members) whose Percentage Interest(s) exceed(s) ?fty percent of the Percentage Interests of all such other Members, individually or in the aggregate. 5925415. Section A - Initial Operating Agreement "Maiaritv in Interest of the Remaining Members" shall mean any Remaining Member (or group of Remaining Members) whose Percentage lnterest(s) exceed(s) ?fty percent of the Percentage Interests of all Remaining Members, individually or in the aggregate. "Members" shall mean and refer to the persons listed as such on Exhibit A attached hereto, and such other persons hereafter admitted to the Company as Members in accordance with the terms of this Agreement. The term "Member? shall mean and refer to any of the Members, individually, as the context requires. A Manager shall be deemed a Member with respect to the Manager?s ovmership of any Membership Interest in the Company. "Membership Interest" or "Interest" shall mean and refer to a Member's entire ownership interest and rights in the Company as a Member. Membership Interests may be represented by units which are evidenced by certi?cates of interest ("Units"). "Non-Fully Funding Member" shall mean any Member that does not fully fund the Member's pro rata share of any request for additional capital by the Company as set forth herein. "Percentage Interestisi" shall mean and refer to each reSpective Member?s ownership interest in the Company expressed as a percentage. If Membership Interests are represented by units ("Units"), this ratio shall be determined by dividing the number of Units owned by the Member by (ii) the total number of Units issued and outstanding. The initial Percentage Interest for each Member is set forth opposite such Member's name on Exhibit A attached hereto. "Permitted Transferce" of a Member shall mean and refer to any current spouse or lineal descendant of the Member; (ii) any trust for the primary bene?t of the Member or any current spouse or lineal descendant of the Member; or any corporation, partnership, limited liability company, limited partnership or other entity controlled by or under common control with the Member andfor any one or more of the Member's Permitted Transferees; provided, however, notwithstanding anything herein to the contrary, a Permitted Transferee shall not include any Ineligible Transferee. As used in this de?nition, the term "control" means the possession, directly or indirectly, of the power to director cause the direction of the management and policies of the corporation, partnership, limited liability company, limited partnership or other entity, whether through the ownership of voting securities, by contract, or otherwise. "Person" shall mean any natural person, corporation, partnership, limited liability company, trust or other entity. "Profits and Losses" means, for each Fiscal Year or other period for which Pro?ts and Losses must be computed, the Company's taxable income or loss determined in accordance with Code Section 703(a), adjusted as follows: taxable income or loss shall include all items of income, gain, loss, or deduction which Code Section 703(a)(l) requires to be stated separately; Pro?ts or Losses shall include any tax?exempt income of the Company not otherwise taken into account in computing Pro?ts or Losses; 5925415. I Section A - Initial Operating Agreement Pro?ts or Losses shall include Company expenditures which are described in Code Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section 1.704- and which are not otherwise taken into account in computing Pro?ts or Losses; and if applicable, gain or loss resulting from any taxable disposition of Company Property shall be computed by reference to the Property's adjusted value, if any, as required by this Agreement, the Code or Regulations, rather than by reference to the Property's adjusted basis for federal income tax purposes. "Regglationgsl" shall mean and refer to such applicable US. Treasury Department (andfor lntemal Revenue Service) rules and regulations, as amended, which are promulgated and in effect from time to time under or pursuant to the Code. "Remaining Members" shall mean and refer to the Members who would be remaining after the occurrence of an Event of Dissociation with respect to another Member or Members. The term "Remaining Member" shall mean and refer to any of the Remaining Members, individually, as the context requires. "Subscription Agreement" shall mean with respect to a Member, the Member's Subscription Agreement for Units of Membership Interest in the Company executed by and between the Member and the Company. "Super Maiaritv in Interest of the Members." shall mean any Member (or group of Members), whose Percentage Interest(s) exceed(s) sixty-seven percent individually or in the aggregate. "Super Maierity in Interest of the Remaining Members" shall mean any Remaining Member (or group of Remaining Members), whose Percentage Interest(s) exceed(s) sixty-seven percent individually or in the aggregate of such Remaining Members. 5925415.] Section A - Subscription Agreement SUBSCRIPTION AGREEMENT 5925783.] Section A - Subscription Agreement 5925783J Section A - Subscription Agreement 5925783.] Section A - Subscription Agreement 5925783.] Section A - Subscription Agreement 5925783.l Section A - Subscription Agreement [Signafzn?e Page Follows] 5925783.] gecilon - Kgreement? IN WITNESS the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall be in full force and effect effective as ot?thc date the Company executes this Agreement as set forth below. Company: NSMC-OPCO, LLC Subuc tt: Date: September I 2017 Subscriber: Name: Susan Wi?ijiams - . u) I . t. Signature: 1 Address'il? . [uh 3/?3 . ?ii SSNn?nx me AEQE The Company hereby accepts Subscriber's subscription for the Membership Interest upon the terms set forth in this Agreement. as of September 2017. NSMC-OP By: Jose (5. CW?ger 5925790] Section A - Subscription Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall be in full force and effect effective as of the date the Company executes this Agreement as set forth below. Emma?n2: LLC gate: September i .2017 Subscriber: Name: Keith Mooney, .D. Signature: git) 1m: ACQEETANCE The Company hereby accepts Subscriber's subscription for the Membership Interest upon the terms set forth in this Agreement, as of September ?1 2017. By: ?gs/44:; 10% C. Courtright, Manager? 3925766.] Section A - Subscription Agreement IN WITNESS WHFREOF, the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall be 1n full force and effect effective as of the date the Company executes this Agreement as set torth below. Company: NSMC-OPCO, LLC Subscription: Date: September i5}, 2017 Subscriber: Name: 1056;) ourtr1ght Signature: fZ/(Jx .-I Address: ACCEPTANCE The Company hereby accepts Subscriber's subscription for the Membership Interest upon the terms set lorth in this Agreement, as of September__ is; 2017. Sim/Z. JyliC Counright Mmagere-r/ 5925576.] Section A - Subscription Agreement 1N WITNESS the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall be in full force and effect effective as of the date the Company executes this Agreement as set forth below. Company: NSMC-OPCO, LLC Subscription: Date: September 2017 Subscriber: Name: Stephen L. LaFrance, Jr. Signature: <5 1 Address: ACCEPTANCE The Company hereby accepts Subscriber's subscription for the Membership Interest upon the tenns set forth in this Agreement, as of September 2017. By: 751k. Couk??'ghiTManager 5925683.] Section A - Subscription Agreement IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall be in full force and effect eli'eetive as oi?the date the Company executes this Agreement as set forth below. Su cri tint: ?ute: September ,2017 =Subscriber: Name: Wendy LnFranc Signature: WV Address: 9-0! ?Qk Z. 5.3 0 L?it?Hc. Keck, HQ 7210') SSN/l?axlDtii: ACCEPTANCE The Company hereby accepts Subscriber's subscription for the Membership Interest upon the terms set forth in this Agreement, as 2017. By: counright, Ma?gcr 59256971 Section A - Subscription Agreement IN the hereto have executed this Agreement as of the dates set forth below. and this Agreement shall be in full force and meet effective as of the date the Company executes this Agreement as set forth below. gomnanx: NSMC-OPCO, LLC . ul )tlon: [latcz September4 .2017 .Stibscriber: Name: Robert DeBin Signature: Address: PO BOX 26836 Little Rock, AR 72221 lD#: ACCEPTANCE The Company hereby accepts Subscriber's subscription for the Membership Interest upon the terms set forth in this Agreement, as of September . 2017. NSMC-OP - By: 6% 1 ?.7Courtright, Manager 5925763 I Section A - Subscription Agreement IN WITNESS WHERHOP. the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall be in full force and effect effective as of the date the Company executes this Agreement as set forth below. NSMC-OPCO. LLC Subscription: Date: September (173.2017 Subscriber: Name: Donna Terrell ,f l' Signature: SSN/?l?ax lD?: ACQEPTANCE The Company hereby accepts Subscriber?s subscription for the Membership Interest upon the terms set forth in this Agreement, as of September :11, 20 7. NSMC-OPC 1 By: Jog/Kt . Courtright, Mt?t?ger 5925795.] Section A - Subscription Agreement IN WITNESS WIIEREOF. the parties hereto have executed this Agreement as of the dates set forth below. and this Agreement shall be in full force and etTeet effective as oi?thc date the Company executes this Agreement as set forth below. Company: NSMC-OPCO. LLC Subscription: Date: September 4_,20l7 Subscriber: Name: Si gnaturc: Address: ACCEPTANCE The Company hereby accepts Subscriber's subscription for the Membership Interest upon the terms set forth in this Agreement, as of September 2017. 59257451 Section A - Subscription Agreement IN WITNESS the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall he in full force and etl'ect effective as oi?the date the Company executes this Agreement as set forth below. Companv: MC-OPCO, LLC Subscription: Date: September 4 ,2017 .Subscribcr: Name: Signature: 1m: A ACCEPTANCE The Company hereby accepts Subscriber's subscription for the Membership interest upon the terms set in this Agreement, as ofSeptember 31 2017. NS MC-OP .3, LLC . fourtright. Manage SQISNBJ Section A - Subscription Agreement iN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the deter set forth below. and this Agreement shall be in full force and effect en?ective a: of the date the Company execute: this Agreement as set forth below. mum: NSMC-OPCO. LLC W1 pm: September 2017 mum: Name: Peck Signature: .1 (rt/W Address: [D?z The Company hereby accepts Subscriber's subscription for the Membership Interest upon the terms set forth in this Agreement. as of September 2017. NSMC-OP 0. LC Counright, Manager 1 5925739.] Scanned by CamScanner Section A - Subscription Agreement lN? WITNESS WHEREOF. the panics hereto have executed this Agreement as of the dim 'O?h below. and this Agreement shall be in mu force and re?ect effective as of the date the Company executes this Agreement es set forth below. 92mm: NSMC-OPCO. LLC 52mm: 2m: Septemberi .2017 Mt: Name: Cli?? Peck Signature: ?4 Address: [00: Am The Company hereby accepts Subscribers subscription for the Membership Interest upon the terms set forth in this Agreement, as of September ft 2017. Courtright: Menag?r/ 3925753.! Scanned by CamScanner Section A - Subscription Agreement WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall be in full force and effect effective as of the date the Company executes this Agreement as set forth below. MEX: NSMC-OPCO, LLC Subscription: Date: September 1 ,2017 Subscriber: Name: Do Mooney, Signature: it maj?mrm The Company hereby accepts Subscriber's subscri tion for the Membership Interest upon the terms set fonh in this Agreement, as of September f7: 2017. ,1 yer?a By: Jo ph,C. Courtright', Manah~J 5925778.! Section A - Subscription Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below, and this Agreement shall be in full force and effect effective us of the date the Company executes this Agreement as set forth below. Company: NSMC-OPCO. LLC ?ubscrimmnz Qate: September ,2017 Subsc?lzn: Name: Alonzo .- Signature: Address: Ja J. 3333c . ?r h; if) "1 sswrax um: u, A NCE The Company hereby accepts Subscriber's subscription for the Membership Interest upon the tenns set forth in this Agreement, as of September 2017. NSMC-OP LL y: 1%h c. Courtright, 5925783 Section A - Subscription Agreement mum?A Risk Factors The Company has no operating history, and may never be pro?table. Because the Company has only conducted limited Operations to date, and has an unproven business plan, it may be dif?cult for potential investors to evaluate the Company's business. There can be no assurance that the Company will be pro?table or that the securities which may be sold in this offering will ultimately have any value. The Company's proposed business is dependent on laws pertaining to the marijuana ind??stra- Continued development of the marijuana industry is dependent upon continued legislative authorization of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further, progress for the industry, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marijuana, which would negatively impact the Company's proposed business. Currently, approximately 23 states and the District of Columbia allow its citizens to use medical marijuana. Voters in the states of Colorado, Washington, Alaska, Oregon and the District of Columbia have approved ballot measures to legalize cannabis for adult use. These state laws are in conflict with the federal Controlled Substances Act (the which makes marijuana use and possession illegal on a national level. The former Cbama administration effectively stated that it is generally not an ef?cient use of resources to direct federal law enforcement agencies to prosecute those law?rlly abiding by state designated laWs allowing the use and distribution of marijuana for legitimate medical purposes. However, this policy apparently is under review by the 1.1.8. Department of Justice, so there is no guarantee that the current Trump administration or futLIre administrations will not change this stated policy regarding the low priority enforcement of federal laws. Additionally, the new Trump administration or future administrations could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government?s enforcement of current federal laws could cause signi?cant financial damage to the Company and its proposed business. Further, since the Company's contemplated business is to cultivate, plant, grow, harvest, sell and distribute cannabis, the Company therefore would be deemed to be engaging in a business that remains illegal under federal law, and this exposes the Company and its owners and operators to potential criminal liability, with the additional risk that the Company's assets and properties could be subject to forfeiture proceedings. 59257811 Section A - Subscription Agreement The marijuana industry faces strr?g opposition. It is believed by many that large well?funded businesses may have a strong economic opposition to the marijuana industry. For example, the pharmaceutical industry likely does not want to cede control of any product that could generate signi?cant revenue, and medical marijuana could adversely impact the existing market for the current ?marijuana pill" sold by mainstream pharmaceutical companies. Further, the medical marijuana industry could face a material threat from the pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry?s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical industry could make in halting or impeding the marijuana industry could have a detrimental impact on the Company and its proposed business. Mariiuana remains illegal under chgral law. Marijuana is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely have a material adverse effect on the Company and likely result in the Company's inability to proceed with and implement the Company's business plan. Laws and regulations affecting the medical mariiuapa industry are constantlv changing, which could detrimentallv affect the Company's proposed operations. Local, state and federal marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require the Company to incur substantial costs associated with compliance or alter its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt the Company's business and result in a material adverse effect on the Company and its operations. Further, it is possible that regulations may be enacted in the future that will be directly applicable to the Company's proposed business. The Company cannot predict the nature of any future laws, regulations, interpretations or applications, nor can the Company determine what effect additional governmental regulation may have on the Company's proposed business. The Company matsr have dif?culty accessing the service of banks, which may make it dif?cult for the Company to operate. Since the use of marijuana is illegal under federal law, many banks do not accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have dif?culty finding a bank willing to accept their business. The inability to open or maintain bank may make it more difficult for the Company to operate its contemplated business. 5925733.! Section A - Subscription Agreement FDA regulation of mariiuana and the possible registration of facilities where medical marijuana is grown could negatively affect the cannabi_5_industrv which would directly affect the Company's ?nancial condition. Should the federal government legalize marijuana for medical use, it is possible that the US. Food and Drug Administration (FDA) would seek to regulate it under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations including (current good manufacturing practices) related to the growth, cultivation, harvesting and processing of medical marijuana. Clinical trials may be needed to verify ef?cacy and safety. It is also possible that the FDA would require that facilities where medical marijuana is grown be registered with the FDA and comply with certain federally prescribed regulations. In the event that any of these regulations are imposed, the Company does not know what the impact would be on the medical marijuana industry generally, or on the Company, in particular, or what costs, requirements and possible prohibitions may be enforced that would negatively affect the Company and is business. Becagse the contemplated business activities of the Companv are ille?nder Federal law. the Company will be engaging in illegal activities under Federal law. As a rcst_tl_t, the Company may be subiect to actions by law enforcement authorities which woulc_1_ materially and adversely affect the Company ant_l_its business. The Company's contemplated business is to cultivate, plant, grow, harvest, sell and distribute cannabis. As a result, law enforcement authorities or other third parties may seek to bring an action or actions against the Company, including, but not limited to, a claim of engaging in, or aiding and abetting, criminal activities. Such an action or actions would have a material adverse effect on the Company and its proposed business and operations. If the Company incurs substantial liability from litigation. complaints, or enforcement actions, the Company's financial condition could suffer. The Company's participation in the medical cannabis industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities, or other third parties, against the Company. Such litigation, complaints, and enforcement actions could consume considerable amounts of financial and other Company resources, which could have a negative impact on the Company and its financial position and business prospects. Section 280E of the Internal Revenue Code clisallows dcd_ugtions for income tax purposes for taxpayers in the mariiuana business. Section 230E of the Internal Revenue Code disallows deductions for income tax determination purposes with respect to any amount paid or incurred in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in certain controlled substances (including marijuana). Accordingly, marijuana businesses may not take any deductions otherwise allowable in determining the taxable income of such business (and applicable income tax), except deductions for costs of goods sold. Therefore, to the extent the Company's business or activities consists of trafficking in marijuana, the Company's tax 10 5925733.: Section A - Subscription Agreement deductions may be severely limited, thereby resulting in the Company having to report higher taxable income (and the Company or its owners owing higher effective income taxes on the Company's income) than would otherwise be the case if the Company was in some other business. I 1 59257311 INITIAL OPERATING AGREEMENT QE NSMC-OPCO LLC Joseph C. Coumight - Manager. Chairman. President and Robert DeBin - Manager and Vice President IT and Business Development; and h- ?o [signature page follows] IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the Effective Date. COMPANY: NSMC-OPCO, LLC By: Joa C/Courtrigltt, Manager, Chairman, Pr idth and CEO SOLE MEMBER: . Com-?ght MANAGERS: Joseyc. (50th Kart/? Riogeit DeBin Donna Terrell IN WITNESS WHEREOF the: undersigned have executed this Agreement to be effective 35 Df the Effective Date NSMC-OPCO, LLC By: 55%) J05 /Cm1rlright Manager Chairman Pr Idem and CEO SOLE MEMBER: . Counright Danna T611611 Name oI?Member Initial Capital Units of Membership Contribution Membership Interest Interest Joseph C. Courtright 100% LLC CERTIFICATE OF MEMBERSHIP INTEREST REGISTER EFFECTIVE DATE ISSUED NAME OF UNITS August 2017 Joseph C. Courtright 100 DATE Mm NO. A-I CERTIFICATE OF OWNERSHIP AND MEMBERSHIP INTEREST NSMC-OPCO. This document certi?es that Joseph C. Courtright (the "Member") is the owner Of one hundred (100) units of membership interest in NSMC-OPCO, LLC (the "Company"), an Arkansas limited liability company. The rights Of the holder hereof are as provided in the Operating Agreement Of the Company dated effective as of August 3. 2017. as may be amended from time to time in accordance with the terms thereof. IN WITNESS WHEREOF, the Company has caused this Certi?cate to be issued to the aforesaid Member effective as of August 3. 2017. NSMG OPCO, LLC Hazy/g1 .Courtright Manager Chainnan esident and CEO RESTRICTIONS ON TRANSFER THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT To THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS. IN ADDITION, ANY PROPOSED SALE, TRANSFER OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MUST COMPLY WITH ALL APPLICABLE TERMS, PROVISIONS AND CONDITIONS OF THE OPERATING AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE. ANY TRANSFER CONTRARY TO THE ABOVE INSTRUCTIONS SHALL BE VOID. APPLICATION FOR MEDICAL MARIJUANA CULTIVATION FACILITY SECTION B. Applicant, Owner, Of?cer, or Board Member Disclosure Statement Identi? your af?liation with the proposed cultivation facility (Applicant, Owner, Of?cer, Board Member?) Include your percentage of cguity ownership in the facilig, if any. Af?liation: Owner 0 Percentage of Equity Ownership: 8'45 Legal Name *In addition to the information below, you are required to provide supporting documents to prove your legal name. See Section B, Appendix 1 for acceptable forms of proof. Williams, Sr. First Name Alonzo Middle Name Dean Last Name Maiden Name (if applicable) Alias(es) or former names SSN Date of Birth ?In addition to providing your date of birth, you are required to provide supporting documents to prove your date of birth. See Section B, Appendix 2 for acceptable forms of proof. Dam Contact Information Mailing AddressP'O' BOX 55130 Little Rock, AR 72215 Phone Number (primary contact number)? 12 Email Address awilliams@adc.lr.com Residency Are you an Arkansas residentArkansas resident, please identify your primary place of residence. Have you been an Arkansas resident for the past seven (7) years? Yes If you answered ?yes? to the question above, in addition to providing the information requested below, you are required to provide supporting documents to prove your residency for the past seven (7) years. See Section B, Appendix 3 for acceptable forms of proof. Provide the address of your primary residence(s) for the past seven (7) years. Identify the dates (month and year) you resided at each listed location: 10/2oos-present Tax Liability Do you have any outstanding tax delinquencies owed to the State of Arkansas: NO If you answered ?yes? to the previous question, please explain the nature of any delinquencies: l3 Other Financial Liabilities Are you a party to any legal proceedings where damages, ?nes, or civil penalties may reasonably be expected to exceed $500,000 above any insurance coverage available to cover the claim? No If the answer to the above question is ?yes?, attach a statement describing the litigation, including the title and docket number of the litigation, the name and location of the court in which it is pending, the identity of all parties to the litigation, the general nature of the claims being made and the impact an unfavorable opinion may have on your ability to ?nance and operate the proposed cultivation facility. Any documents submitted in response to this requirement must be labeled with ?Section B, Other Financial Liabilities?. Regglatogy History Have you, or has any entity over which you exercised management or control, ever had any ?nes or Yes other penalties over $10,000 assessed by any regulatory agency? If the answer above is ?yes?, attach a statement providing the details of such ?nes or penalties. Any documents submitted in response to this requirement must be labeled with ?Section B, Regulatory History?. Professional Lieensure Do you presently hold any type of professional license? Yes AR Medical Llcense:_; If yes, identify the type of license and license number Yes Is the license in good standing? 14 Ma Alt? it: 1) \?3i fjr. ,certify that the information provided In this form and its attachments 15 complete and accurate. I understand that any misstatement or concealment of fact may be grounds for refusal of application or revocation of license if later disclosed. .- mil Signed this a; day of Liam at 51,63 '7 WApp?l?iEant, Member Subscribed and sworn to before me this 32% day of 7Cl-1ja'3. Notary Public My Commission Expires: lQ/l ?l SLQ x. e- plira?ltliltyr -. .5. .- .335 ?s - ?It: .399 30.95.43 . :23? 5 - 51-. QOTAHP 73,: I I dig-ifs If]: 15 Section B, Appendix 2 Section B, Appendix 3 8/2/17 9 38 AM Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2013 2012 2012 2012 2012 2010 2010 2009 2008 2007 2006 2005 2004 2002 Created: 8/2/2017 9:37:10 AM 53L0260145500 Pulaski County WILLIAMS ALONZO D SR/SUSAN D WILLIAMS ALONZO D SR/SUSAN D PO BOX 55130 LITTLE ROCK AR 72215 Assessed Land 55,180 34,000 34,000 34,000 34,000 34,000 34,500 34,500 34,500 34,500 34,500 34,500 29,909 30,000 26,790 Assessed Building 126,300 139,220 139,220 198,440 202,150 206,360 152,434 152,434 152,434 152,434 152,434 152,434 157,025 156,934 0 Total Assessed 181,480 173,220 173,220 232,440 236,150 240,360 186,934 186,934 186,934 186,934 186,934 186,934 186,934 186,934 26,790 Taxable Value 181,480 173,220 173,220 196,284 196,284 196,284 186,934 186,934 186,934 186,934 186,934 186,934 186,934 186,934 26,790 Ownership History Date 10/4/2006 6/22/2002 5/5/2000 4/1/1997 3/1/1995 3/1/1994 5/5/1900 Price 0 0 0 2 804,000 159,000 856,000 Grantor ADC ANESTHESIA SERVICES PLC PLAT G 417 ADAMETZ J R REV TRUST TO ADC A ADAMETZ TO SAME Grantee WILLIAMS ALONZO D/SUSAN D ADAMETZ TO ADC ANESTHESIA SERV https //www arcountydata com/reports/parce _h story asp? tem=118218&report=pr nter&CountyCode=PULTAX 31 Book 2006 2002 00 97 95 94 00 Page 083967 150897 030706 23987 12048 22167 030707 Deed Type WADS () UNKNOW () UNKNOW () DEED (Deed) DEED (Deed) DEED (Deed) DEED (Deed) Page 1 of 1 Pulaski Processed. 09/12/2017 3:39 PM Printed 09/12/2017 3.39 PM Individual Voting History Report Williams, Alonzo Dean Sr Report Design Copyright 2017 Election Systems and Software. Inc. Page 1 of 1 ?Hutu?, I If. ., - ?tno-ol"' "?Hmul'mu Section Regulatmy HistOIy (UELCUUL Section - Professional Licensure WILLIAMS. ALONZO PO BOX 55130 3 8908 KANIS ROAD LITTLE ROCKDEA REGISTRATION nus REGISTRATION FEE CONTROLLED SUBSTANCE REGISTRATION CERTIFICATE NUMBER EXPIRES PAID UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATTON 05'31'2020 573? WASHINGTON c. 20531 SCHEDULES BUSINESS ISSUE 2.2N. PRACTITIONER 04-11-2017 3.3N.4.5. WILLIAMS. ALONZO PO BOX 55130 8908 KANIS ROAD ARKANSAS DIAGNOSTIC CENTER LITTLE ROCK. AR 72215-5130 Sections 304 and 1000 (21 USC 824 and 958) at the Controlled Substances Act 0! 1910, as amended. provide that the Attorney General may revoke or suspend I to manutacturo. distribute. dispense. Import or export a controlled substance. THIS CERTIFICATE IS NOT TRANSFERABLE ON CHANGE OF OWNERSHIP. CONTROL. LOCATION. OR BUSINESS ACTIVITY. AND IT IS NOT VALID AFTER THE EXPIRATION DATE. Form DEA-223 (9/2016) CONTROLLED SUBSTANCE REGISTRATION CERTIFICATE UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATION WASHINGTON DC. 20537 DEA REGISTRATION THIS REGISTRATION FEE NUMBER EXPIRES PAID 05-31-2020 5731 SCHEDULES BUSINESS ACTIVITY ISSUE DATE 2.2N. PRACTITIONER 04-11-2017 3.3N.4 .5, WILLIAMS. ALONZO PO BOX 55130 8908 KANIS ROAD ARKANSAS DIAGNOSTIC CENTER LITTLE ROCK. AR 722156130 Sections 304 and 1008 (21 USC 824 and 958) of the Controlled Substances Act at 1970. as amended. provide that the Attorney General may revoke or suspend a registration to manuIacture. dispense. trnpon or export a controlled substance. THIS CERTIFICATE IS NOT TRANSFERABLE ON CHANGE (TI-2 OWNERSHIP. CONTROL, LOCATION, OR BUSINESS ACTIVITY. AND IT IS NOT VALID AFTER THE EXPIRATION DATE. Section - Professional Licensure ?111?s ji?i? "i xmwx'i'iq?'x f?irkans?as? estate 380mb of 322 South Main Street. Suite 600. Little Rock. Arkansas 72201 2016 - 2017 RETAIL PHARMACY LICENSE Pharmacy. LLC located at: 8908 Kanis Road, Suite 350. Little Rock, AR 72205 License Expires: 12/31/2017 Original License Date: 04/27/2016 This is to certiiy that the PharmaCy named above us licensed under the pr0w5ions oi the Arkansas Pharmacy Practice Act. other Arkansas statutes. and Arkansas PharmaCy Regulations. Pharmacist in Charge: Lashica Antranetta Davis, P013431 'r License Facility ID: 106994 Mailing Address: Pharmacy, LLC PO. Box 55210 Little Rock. AR 72215 Reason Mailed: The address above is the mailing address where all correspondence from the board will be sent. including renewal information. All changes to contact information can he made online at under ?License Maintenance." Use the license number and facility lD above to log in. ln-state pharmacies can also update employees online. 33 Section Professional Licensure The College of American Pathologists certi?es that the laboratory named below Pathology Partners LL Laboratory Little Rock, Arkansas Nicole A. Massoll, MD LAP Number: 8005607 AU-ID: 1617660 CLIA Number: 04D2015800 r?l (lo/m ring Ewe/[euro has met all applicable standards for accreditation and ACCIEdlted is hereby accredited by the College of American Pathologists Laboratory Accreditation Program. Reinspection should occur prior to May 4, 2016 to maintain accreditation. Laboratory Accreditation does not automatically sm'vive a change in director, ownership, or location and assumes that all interim requirements are met. W. Weave Chair, Commission on Laboratory Accreditation President, College of American Pathologists 34 I Section meegsmnal LIcensure .1. . J: 1" T- CENTERS FDR MEDICARE a: MEDICAID SERVICES CLINICAL LABORATORY IMPROVEMENT AMENDMENTS TIFICA TE 01-" A CCREDITA TIDN LABORATORY NAME AND ADDRESS CLIA ID NUMBER PATHOLOGY PARTNERS LLC 0402015800 11904 KANIS RD STE H7 LITFLE ROCK. AR 72211 EFFECTIVE DATE 05/20/2016 LABORATORY DIRECTOR EXPIRATION DATE CHUN FAN MB. 06/19/2018 Pursuant to Section 353 uF Public Hunlth Services Act {42 S. 263:1) us "Maud lay Cih?ml Laboratory Improvement Amendments (CUM. d1: above named laboratory located at the address shown I'm-mun {and =13}:de any accept humrm specimens Far purposu qucrfurming lahummry procedures. This ccr??mn: shall bu: valid until the mph-Adan daze ahnw, but [5 subject To rcvomdnn. suspension, limitation, nr mutt-Inn! Fm- vialnrjun nI' IJIE AC: or the regulations promulgated dlmundcr. L- Kart: W. Dyer. AETLE Divisinn of Services SurvEy and Certi?cation Cmup Cenmr For Clinical Standards and Quality . - - In 4 . - It: .- 'I-l - . 1 I'm-ng..- .nn 403 CEHEZHD 52-! 1 Ifyou currently hold :1 Certi?cntc of Compliance or Certi?cate uFAcm-editntian, belaw is a list (If Ihc you Er: certi?ed ta pcrfarm and their cffecrive (1:!th CERTIFI LAB CERTIFICATION ICDDE) (s10) FOR. MORE. INFORMATION ABOUT CLIA, VISIT OUR WEBSITE AT OR CONTACT YOUR LOCAL STATE AGENCY. PLEASE SEE THE REVERSE FOR YOUR. STATE AND PHONE NUMBER. PLEASE CONTACT YOUR STATE AGENCY FO ANY CHANGES TO YOUR. CURRENT CERTIFICATE. CENTERS FDR MEDICARE 8t MEDICAID SERVICES CLINICAL LABORATORY IMPROVEMENT AMENDMENTS CERTIFICATE OF COMPLIANCE LABORATORY NAME AND ADDRESS CLIA ID NUMBER PATHOLOGY PARTNERS TOXICOLOGY DIVISION 04D2059764 11903 KANIS RD. SUITE (35 LITTLE ROCK, AFI 72211 EFFECTIVE {3er 09/03/2016 LABORATORY DIRECTOR EXPIRATION DATE OHUN YANG FAN MB. 09/02/2013 Pursuant to Secu'on 553 of the Public Health Service. Act (42 263a] as revised by rho Clinical Laboratory Amendments the above located at the shown hamon (and other approved luxurious] may accept human npet?iment I'm- the purpom of pet-fanning Inhuratory examinations or pmecdnm, This certi?cate shall be valid until expiration data above. but is subjea to revocation. suapmlaion, limitation. or other sanctions Fur violation nl'dte Acr or the regulatlotu. prontnIg-tued . - . Kan-h Dyer. hiking Director DIVisiun Sen-ices Survey and Certi?cation Group Center I?nr Clinical Standards and Quallty -- -.. .219 CEMEJIBISIB IF you currently hold Certi?cate eF Compliant-e or Certificate of Accreditation, below is a list oFthe Inhoratery you are certified to perform and their effecrive dntc: LAB CERTIFICATION (CODE) TE LAB CERTIFICATION (CODE) EF . TOXICOLOGY (340) 09/03/2014 FOR MORE INFORMATION ABOUT CLIA, OUR AT OWCLIA OR CONTACT YOUR LOCAL STATE AGENCY. PLEASE SEE THE REVERSE FOR YOUR STATE RESS AND PHONE NUMBER. CONTACT YOUR STATE AGENCY FOI CHANGES TO YO UR CURRENT CERTIFICATE. 2236332'searc Section Criminal History Report Arkansas Criminal History Report APPLICATION FOR MEDICAL MARIJUANA CULTIVATION FACILITY SECTION B. Applicant, Owner, Officer, or Board Member Disclosure Statement Identify your af?liation with the proposed cultivation facility (Applicant, Owner, Officer, Board Member?! Includeyouuercentage of equity ownership in the facility, if any. Af?liation: owne 0 Percentage of Equity Ownership: 4 23 Legal Name *In addition to the information below, you are required to provide supporting documents to prove your legal name. See Section B, Appendix 1 for acceptable forms of proof. Last Name PeCk Middle Name I Maiden Name (if applicable) Alias(es) or former names Cll? 53?? Date of Birth *ln addition to providing your date of birth, you are required to provide supporting documents to prove your date of birth. See Section B, Appendix 2 for acceptable forms of proof. Damm- Contact Information Maning Addres? 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No If the answer to the above question is ?yes?, attach a statement describing the litigation, including the title and docket number of the litigation, the name and location of the court in which it is pending, the identity of all parties to the litigation, the general nature of the claims being made and the impact an unfavorable opinion may have on your ability to ?nance and operate the proposed cultivation facility. Any documents submitted in response to this requirement must be labeled with ?Section B, Other Financial Liabilities?. Rggulatou History Have you, or has any entity over which you exercised management or control, ever had any fines or other penalties over $10,000 assessed by any regulatory agency? NO If the answer above is ?yes?, attach a statement providing the details of such ?nes or penalties. Any documents submitted in response to this requirement must be labeled with ?Section B, Regulatory History?. Professional Licensure Do you presently hold any type of professional license? Yes If yes, identify the type of license and license number EA Is the license in good standing? Yes 40 Certi?cation 1, Clifton BO I en PeCk IV certify that the information provided in this form and its attachments is complete and accurate. I understand that any misstatement or concealment of fact may be grounds for refusal of application or revocation of license if later disclosed. Signed this 31 of 201 7. Signature of Applicant, Owner, Of?cer, or Board Member Subscribed and sworn to before me this \64Ear/w?) UNotarfPublic My Commission Expires: M/b (J) CATE HOT SPRING COUNTY NOTARY PUBLIC - ARKANSAS I My Commission Expires April 06. 2019 Commission No. 12370586 41 Section B,Appendix 2 .. . . 3?Mafia A KIA N?s A LICENSE 8/3/2017 https://www arcountydata.com/reports/parcel_history.asp?item=12057B&report=printer&CountyCode=PULTAX Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2017 2016 2015 2014 2013 2012 2012 2011 2011 2010 2009 2008 2007 2006 2005 2004 2002 Section B, Appendix 3 Created: 8/3/2017 7:45:53 PM 53R0320002501 Pulaski County PECK CHILDREN TRUST PECK CHILDREN TRUST Assessed Land 12,600 10,540 10,540 10,540 10,540 10,540 10,540 10,540 24,300 24,300 24,300 46,260 46,264 46,264 46,264 15,243 269 239 Assessed Building 77,040 72,970 72,970 72,970 72,970 72,970 72,970 72,970 51,100 51,100 51,100 59,885 0 0 62,480 24,297 63,750 0 Total Assessed 89,640 83,510 83,510 83,510 83,510 83,510 83,510 83,510 75,400 75,400 75,400 106,145 46,264 46,264 108,744 39,540 64,019 239 Taxable Value 62,545 62,245 59,285 56,915 54,545 52,175 49,805 52,175 45,465 47,435 43,485 106,145 39,535 39,536 39,537 39,539 280 239 Ownership History Date 6/14/2005 5/3/2005 4/26/2001 12/1/1990 Price 0 0 1 1 Grantor PECK TR TO PECK FM LTD PTN LLL PECK TR TO PECK RV TR PECK TO TRUST Grantee Book 05 05 01 90 Page 050267 037695 030328 70087 Deed Type TRD (Treasurer's Deed) TRD (Treasurer's Deed) QCD () DEED (Deed) 52 https://www.arcountydata.com/reports/parcel_history asp?item=12057B&report=printer&CountyCode=PULTAX 1/1 State of Arkansas Scilicet: b- County of Pulaski Sworn A j?davil of Beverly Joyce Peck being ?rst duly sworn and put upon oath to tell the truth, deposeth and sayeth as follow: 0 My name is Beverly Joyce Peck and I am an individual over the age of eighteen (18) years, competent to make this af?davit. I make this af?davit based upon my personal knowledge of the facts contained herein. 0 I am the Trustee of The Peck Children Trust which owns property located at (the ?Propeny?). 0 I am personally familiar with Clifton Bolen Peck, who has lived at the Property from September 2001 until Present. He has used the Property as his primary residence during this time. AND FURTHER AFFIANT SAYETH NOT. SIGNATURE: .- spin/4114 991d WIJZVA by" Beverly Joyce/Peck Trustee The Peck Children Trust, Af?ant Veri?cation Before me personally appeared the af?ant, Kg v; 53?: {Bi to me well known or success?illy proven to be the person stated above, ho Indicated that he/she has executed the foregoing af?davit under oath and for the purposes stated herein, this I day em, 2017. IN WITNESS WHEREOF, I have hereunde . my and of?cial seal as a notary public in and for the State of Arkansas. r? ?pkxm VBLIC I HOT SPRING COUNTY NOIMIY PUBLIC - ARKANSAS I My Comm salon Expire: April 08? 2019 Commas-on No. 12370666 My commission expires: l0 ?7 Pulaski Processed 09/12/2017 3 33 PM Printed 09/12/2017 3'33 PM Individual Voting History Report Peck, Clifton IV Report Design Copyright (0 2017 Election Systems and Software. Inc. Page 1 of 1 plum? I Iii/J 1' ?1 WIMNIWUI USS nan-unanim?alloy (Ion-cu revoke or a vacuum-on m. Mamivwmovowon a com who?. I'm-o 11.: 2:1 'Enu; 43:2: m_m_ court-cum sunmoc! Immune" UNITED 09mm 0? JUSTICE MUG 930mm ADIIQTMW 0.0. '0 I 'quxw'mnw Li?! a . Lam sum n1 r?M?i ms IS NOT c-u mamas nr mrma 0mm. LOCATKW vauu men me emu/um nus :imL?T?I?n. -- 313 .. 31': 1:117:33wa w~ cows Aouwsryunou USC Mme" Ac! 0? Two Avtomty 60ku at I "Quinton 'v Mom-dun. WM. n1 'a 5-. 5 Iowa 0: up?! A (ontmuoa W55 ACTIVITV WEE Ti? TIT Tit Ti! TAT TIT 3'1! 11?! ?563mm,. m: 1 ADDRESS CHANGE REQUEST BP6170863 I PECK, CLIFTON 8 IV DVM 03- 31 FEE PAID . nume'e'?acwnv Issuc or: 2.2M. PRACTITNR 03-16-2005 . 3.3N.4.5 PFCK. CLIFTON DVM DOUBLETREE VETERINARY CLINIC 2606 FERNDALE CUT OFF RD . . Cry an mom LITTLE ROCK AR 72223?0000 See back 30! addmona, Inlor'nallon 0" (LL now 5 ?m CONTRULILD mms?l?mce REGISTRATION CERTIFICAIL UNITED sures n: pm 0331-2011 FEE PAID mun MHINGION 2353i Ac'Mrv ma, my; 22" PRACTITIONER 3.3g); PECK. CLIFTON IV DVM DOUBLE vcrenmmv CLINIC 2606 FERNDALE cuT OFT RD LITTLE ROCK. AR 722230000 seems 304 and (21 USC 824 am m) ?ha mm". Sousa-Ms: Act amen D'nvnde Noam-y Careful mqy Incka a naps-Id a log Walton Io Guam: umperw mood on upm a xn'ro'ec sItsIancc THIS Is NOT [Run nu cu .s omcnanlv. LON I ROL, LOCATION. 0R no IT Is NOT VALID AFTER THE EXPIRATION DATE. RFC VIMKR Ft? ?5 03-31-2014 $551 sc?wuLtb uusnusa Acwrv ISSIF nus .2N. PRACTITIONER 04-07-2011 3N 4 5 FECK, CLIEION 8 IV. DVM DOUBLETREE VETERINARY CLINIC 2606 FERNDALE CUT OFF ROAD LITTLE ROCK. AR 72223-0000 CONTROLLED CHLMICAL REGISTRATION CERTIFICATE UNITED STATES DEPARTMENT OF JUSTICE MUG ENFORCEMENI ADMNISIRAIION WASHIJGION 20.53? Smuor?o MO and woe I21 USC 824 and 956) u! we Comrclec sum-ray Ad 01 I970, as was: 0mm 'h-I chy Gorow may mm 0' ?scent: I mgwamn vo mamucuru ?mum. unease moon or upon a comma? sua?mce THIS CMTPICATE IS NOT IRANSFERARI: 0N CHANGE OF OWNERSHIP. CONIRQ. LOCATIM. OR BUSINESS ACTIVITY. AND IT IS NOT VALID AFTER EXPIRATION I IXA ??081 WI ms KOBTRATIW TEE EXMES PM 0361-201? 3731 saunas 63:14; PRACTITIONE ACTIVITY mu: In": 0328-2013] PECK. CLIFTON 8 IV. DVM DOUBLETREE VETERINARY CLINIC 2606 FERNDALE CUT OFF ROAD LITTLE ROCK, AR 72223-0? CONTROLLED SUBSTANCE CERVICATE UNITED STATES 0E PARTNENT JUSIKX DRUG EMORCEMENT WASDINGTM 20537 was (21 USCuaano 968)de mace: N: o! 1970. as arm. prom maI he Mum Gem. my ?evoke ov suaoond a In mum-cums Comte. om. smashes IHB CERTIFEATE 3 NOT IMNSPEMIILZ on cm?! WP. WROL. LOCATION. 0R 8080538 ACTIVITY. AID IT IS MT VALID AFTER THE EXPRATION DATE. NA This KIOFR PAID (Ia-31.2020 3mm I RISIKSS 2.2m PRACTITIONER 09.27.7017 31.4.5 DECK, Cl IFTON 8 N4 DVM DOUHLI: IREE Vt (INK: 76m CUT (FF ROAD LITTLE ROCK, AR 72223 CON IRULLED SUBSTAMJE CHI IIHCAIE STATFS OF- JUSTICF DRUG WASIINGTON 0 2337 Seams 304 and 1000 USC 824 Md 968) of the Comrd'cd summon M1 of 1970 as amoroed. prom mm Annoy Geneva may a suspend Ingram I) mandnn ?we doom?. hood or upon a Maura MS CERTIFICATE IS NOT TRANSFEMBLE (N CHANGE OF CONTROL. LOCAHON. OI ACTIVITY. AND IT I. N01 VALID YER THE DATE. Section - Professional Licensure Section - Professional Licensure (V 0 Jim w, tot the C[t?ft0n B. Q?eek, I mwmmeemewm,mmwewwmoemm 2,4? the e& Louisiana State University Student Chapter 4 the (Ameritan ?eterinarg c?HehimI ?zennia?nn tag/GAAW/?w 4997. President, Student Chapter Secretary, Student Chapter Qrkangas J?nam of Eettrinary?lehical (Examiners Certificate of License No. 2362 3; We, the BOARD OF VETERINARY MEDICAL EXAMINERS, of the State of Arkansas do hereby certify )f i that we have this day examined - EPA IV 2). i A graduate of oguidiana; \gate unit/emit? and ?nd him her quali?ed and entitled to receive a CER TIFI CA TE OF LICENSE to practice veterinary ?lthicint anti ?utgery in the State under Acts of the General Assembly of 1975. Given under our hand and the Seal of the Board of Veterinary Medical Examiners of the State of A rkansas, at Little Rock, Arkansas, this day of . 19 97 I USE-CRETARY TREASURER CHAIRMAN . .- 1., (A IITHOIN U.S.A. Section - Professional Licensure MEME The Pinnacle Award Dr. ClifjF Peck, D.V.M. In recognition quour outstanding performance as a mem6er of t?e MEWS ST?Rteam w/iic? provided t/ie medicaf support for Operation (Defta $[ues on Oct06er 4m, 2011, t?e [argest operation of its Kindever conducted 63) t?e wit?in t?e UnitedStates. (During t?is operation w?ic? invof'vedover 7 00 federaf state and [ocaffaw enforcement officers you success?dfy executed t?is compre?ensive medicaf mission in direct support qfsimuftaneous pofice tacticafoperations conducted opera mufti? ?county area w?icfi resulted in t?e arrest of over 65 suspects and zncfuded t/ie rapid treatment and medica[ evacuation of a pofice q?icer injured 63/ gunfire. ?Your conduct, professionafs?dfs and dedication reffect great credit upon MEWS and t?e entire ?9145 profession. done. Scott gordon, C?air jon-5wanson, Executive (Director 25 OctoEer, 2011 Section - Professional Licensure ?339:3::112 @?mgg?aga?r? 1; 431-" :4 em appjamtnm 32m . yam: mm? 52 ,7 . 419:9 Vl?er: a; :36? 3: :13: Section B-Criminal History Report ARKANSAS STATE POLICE Arkansas Criminal Histo Reoort APPLICATION FOR MEDICAL MARIJUANA CULTIVATION FACILITY SECTION B. Applicant, Owner, Of?cer, or Board Member Disclosure Statement Identi our af?liation with the ro osed cultivation facilit A Iicant Owner Of?cer Board Member?) Include your percentage of equity ownership in the facility, if any. Af?liation: Owner 4.23% Percentage of Equity Ownership: Legal Name *In addition to the information below, you are required to provide supporting documents to prove your legal name. See Section B, Appendix 1 for acceptable forms of proof. Mooney First Name Donald Middle Name Kelth Last Name Maiden Name (i applicable) Alias(es) or former names SSN Date of Birth *In addition to providing your date of birth, you are required to provide supporting documents to prove your date of birth. See Section B, Appendix 2 for acceptable forms of proof. Wom? Contact Information Mailing Address? Phonc Number (primary contact number) 68 Email Address keith mooneyone.com Residency Are you an Arkansas residentArkansas resident, please identify your primary place of residence. Have you been an Arkansas resident for the past seven (7) years? Yes If you answered ?yes? to the question above, in addition to providing the information requested below, you are required to provide supporting documents to prove your residency for the past seven (7) years. See Section B, Appendix 3 for acceptable forms of proof. Provide the address of your primary residence(s) for the past seven (7) years. Identify the dates (month and year) you resided at each listed location: Tax Liabilig Do you have any outstanding tax delinquencies owed to the State of Arkansas: NO If you answered ?yes? to the previous question, please explain the nature of any delinquencies: 69 Other Financial Liabilities Are you a party to any legal proceedings where damages, ?nes, or civil penalties may reasonably be expected to exceed $500,000 above any insurance coverage available to cover the claim? No If the answer to the above question is ?yes?, attach a statement describing the litigation, including the title and docket number of the litigation, the name and location of the court in which it is pending, the identity of all parties to the litigation, the general nature of the claims being made and the impact an unfavorable opinion may have on your ability to ?nance and operate the proposed cultivation facility. Any documents submitted in response to this requirement must be labeled with ?Section B, Other Financial Liabilities?. Regulatogy Histogy Have you, or has any entity over which you exercised management or control, ever had any ?nes or No If the answer above is ?yes?, attach a statement providing the details of such ?nes or penalties. Any other penalties over $10,000 assessed by any regulatory agency? documents submitted in response to this requirement must be labeled with ?Section B, Regulatory History?. Professional Licensurc Do you presently hold any type of professional license? Yes DEA - Medical C-6151 If yes, identify the type of license and license number Is the license in good standing? Yes 70 Certi?cation 1x5 \certify that the information provrded In this form and its attachments is coinplete and accurate. I understand that any misstatement or concealment of fact may be grounds for refusal of application or revocation of license if later disclosed. Signed this as day of i1, '2 ?ler) Signature of Applicant: Owner, Of?der, or Bdard Member sigh Subscribed and sworn to before me this i? a CATE HUT SPRING counrv PUBUC - My Commission Exprras Anni 00, 20113 Ne. 123703-56 My Commission Expires: a a I 71 Section B, Appendix 2 )5 1 1/ )14 Ira/? I or BEARER LVIHLA . AR KAN SAS LICENSE TM htuul Sm. DUPLICATE Section B, Appendix 3 Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2012 2011 2010 2009 2008 2007 2006 2005 2004 2002 7/30/17 6 57 PM Created: 7/30/2017 6:57:23 PM 43L0200101300 Pulaski County MOONEY FAMILY REVO LIVING TRUST MOONEY FAMILY REVO LIVING TRUST Assessed Land 13,600 14,000 12,650 12,650 12,650 11,199 12,650 10,225 11,354 11,000 8,304 Assessed Building 49,320 47,900 74,047 74,047 74,047 70,402 79,523 64,282 59,606 59,960 0 Total Assessed 62,920 61,900 86,697 86,697 86,697 81,601 92,173 74,507 70,960 70,960 8,304 Taxable Value 62,920 61,900 86,697 86,697 85,681 92,173 78,054 78,055 70,960 70,960 8,304 Ownership History Date 7/5/2007 5/1/1994 4/1/1992 4/1/1991 Price Grantor 0 MOONEY DONALD K/DONNA M 309,000 281,000 44,000 Grantee MOONEY FAMILY REVO LIV TR https //www arcountydata com/reports/parce _h story asp? tem=72CB09&report=pr nter&CountyCode=PULTAX 88 Book 2007 94 92 91 Page 052506 38969 21388 20241 Deed Type WADS () DEED (Deed) DEED (Deed) DEED (Deed) Page 1 of 1 Section B, Appendix 3 ARKANSAS STATE MEDICAL BOARD 1401 West Capitol, Suite 340, Little Rock, Arkansas 72201 (501) 296-1802 FAX: (501) 603-3555 www.armedicalboard.org Section B - Professional Licensure Detailed License Verification Queried on: Tuesday, August 01, 2017 at: 3:43 PM General Information Name: Donald Keith Mooney, M.D. Specialty: Urology Address Information Mailing Address: 1300 Centerview Drive City/State/Zip: Little Rock, AR 72211 Phone: (501) 219-8900 Fax: (501) 537-7848 License Information License Number: C-6151 Original Issue Date: 3/15/1982 Expiration Date: 11/30/2017 Basis: Exam License Status: Active License Category: Unlimited 90 Page 1 of 2 Detailed License Verification (C-6151) - Donald Keith Mooney, M.D. Section B - Professional Licensure Board History Appearance: No Reason: Exemption Date of Action: 8/6/2015 Minutes: Discussion #15-247. MOONEY, Donald Keith, M.D.; KUHN, Ronald Griffin, M.D.; COUSSENS, David Mark, M.D.; D'ANNA, Richard Emanuel, M.D.; GOODSON, Timothy Carl, M.D.; JONES, Gail Reede, M.D.; STALLINGS, James Walt, M.D.; DIAZ, Edwin A., M.D.; BOZEMAN, Caleb Blythe, M.D.; CLAYBROOK, Kevin Douglas, M.D.; and MOORE, John Taylor, M.D. Upon a motion by Dr. S. Simon, seconded by Dr. J. Weiss, the Board voted unanimously to grant the physicians permits to dispense Zytiga and Xtandi. Appearance: No Reason: Exemption Date of Action: 2/2/2017 Minutes: Discussion #15-247. LANGFORD, Timothy Dean, M.D.; MOONEY, Donald Keith, M.D.; KUHN, Ronald Griffin, M.D.; COUSSENS, David Mark, M.D.; D'ANNA, Richard Emanuel, M.D.; GOODSON, Timothy Carl, M.D.; JONES, Gail Reede, M.D.; DIAZ, Edwin A., M.D.; BOZEMAN, Caleb Blythe, M.D.; CLAYBROOK, Kevin Douglas, M.D.; MOORE, John Taylor, M.D. Upon a motion by Dr. J. Weiss, seconded by Dr. O. Atiq, the Board voted to grant the physicians¶ request to add Prednisone to their existing dispensing formulary. There was one vote opposed to this decision. 91 Page 2 of 2 Detailed License Verification (C-6151) - Donald Keith Mooney, M.D. 95 96 Section B, Appendix 2 Section B, Appendix 3 8/2/17 12 36 PM Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2016 2016 2016 2015 2015 2014 2014 2013 2013 2012 2012 2012 2011 2011 2010 2009 2008 Created: 8/2/2017 12:35:52 PM 53L0360300021 Pulaski County TERRELL DONNA TERRELL DONNA Assessed Land 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 7,920 7,920 Assessed Building 54,570 44,658 55,600 57,960 77,122 83,540 77,122 83,540 77,122 83,540 77,122 83,540 86,750 94,680 94,680 40,700 0 0 Total Assessed 54,570 44,658 55,600 57,960 77,122 83,540 77,122 83,540 77,122 83,540 77,122 83,540 86,750 94,680 94,680 40,700 7,920 7,920 Taxable Value 46,888 44,658 55,600 57,960 77,122 83,540 77,122 83,540 77,122 83,540 77,122 83,540 86,750 94,680 94,680 40,700 7,920 7,920 Ownership History Date 3/18/2011 3/18/2011 9/13/2007 Price Grantor 0 SIXTH HOLE CONDOS AT CHENAL WO 415,000 SIXTH HOLE CONDOS AT CHENAL W 0 Grantee TERRELL DONNA TERRELL DONNA https //www arcountydata com/reports/parce _h story asp? tem=F84C2&report=pr nter&CountyCode=PULTAX 115 Book 2011 2011 I Page 023701 016845 154 Deed Type CR (Correction Deed) WD (Warranty Deed) MAD () Page 1 of 1 119 120 7/30/17 6 57 PM Section B, Appendix 3 Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2012 2011 2010 2009 2008 2007 2006 2005 2004 2002 Created: 7/30/2017 6:57:23 PM 43L0200101300 Pulaski County MOONEY FAMILY REVO LIVING TRUST MOONEY FAMILY REVO LIVING TRUST Assessed Land 13,600 14,000 12,650 12,650 12,650 11,199 12,650 10,225 11,354 11,000 8,304 Assessed Building 49,320 47,900 74,047 74,047 74,047 70,402 79,523 64,282 59,606 59,960 0 Total Assessed 62,920 61,900 86,697 86,697 86,697 81,601 92,173 74,507 70,960 70,960 8,304 Taxable Value 62,920 61,900 86,697 86,697 85,681 92,173 78,054 78,055 70,960 70,960 8,304 Ownership History Date 7/5/2007 5/1/1994 4/1/1992 4/1/1991 Price Grantor 0 MOONEY DONALD K/DONNA M 309,000 281,000 44,000 Grantee MOONEY FAMILY REVO LIV TR https //www arcountydata com/reports/parce _h story asp? tem=72CB09&report=pr nter&CountyCode=PULTAX 137 Book 2007 94 92 91 Page 052506 38969 21388 20241 Deed Type WADS () DEED (Deed) DEED (Deed) DEED (Deed) Page 1 of 1 Section B, Appendix 3 Section B, Appendix 3 141 142 7/28/2017 Section B, Appendix 3 https://www.arcountydata.com/reports/parcel_history.asp?item=7144A8&report=printer&CountyCode=PULTAX Section B, Appendix 3 Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Created: 7/28/2017 2:12:16 PM 33L0300004600 Pulaski County COURTRIGHT JOSEPH C COURTRIGHT JOSEPH C Year 2017 2013 2012 2012 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 Assessed Land 106,670 96,000 96,000 84,000 84,000 60,000 60,000 60,000 43,800 43,800 60,000 21,375 43,800 43,800 35,524 Assessed Building 191,990 174,640 174,640 178,850 171,180 237,293 237,293 237,293 160,810 160,810 229,203 80,409 160,810 57,984 0 Total Assessed 298,660 270,640 270,640 262,850 255,180 297,293 297,293 297,293 204,610 204,610 289,203 101,784 204,610 101,784 35,524 Taxable Value 284,170 270,640 270,640 262,850 255,180 297,293 225,581 214,841 204,610 204,610 289,203 101,784 101,784 101,784 35,524 Ownership History Date 10/18/2010 12/30/2005 3/22/2005 9/21/2004 12/5/2003 1/1/1998 12/1/1985 Price 1,275,000 1,200,000 1,060,000 0 0 22 320,000 Grantor JAQUISS ROBERT / CHERYL L MOORE WAYNE CONSTR CO GOFF to MOORE GOFF TR TO GOFF & ASSOC GOFF ROBT to GOFF MARIAN RESID Grantee COURTRIGHT JOSEPH C JAQUISS ROBERT D B/CHERYL L 160 https://www.arcountydata.com/reports/parcel_history.asp?item=7144A8&report=printer&CountyCode=PULTAX Book 2010 2006 05 04 03 98 85 Page 065638 000965 024068 078979 123092 5544 69397 Deed Type WD (Warranty Deed) WADS () WADS () TRD (Treasurer's Deed) WADS () DEED (Deed) DEED (Deed) 1/1 Section B - Professional Licensure 161 Section B Professional Licensure 162 Section B - Professional Licensure 163 Section B - Professional Licensure 164 171 172 8/3/2017 https://www arcountydata.com/reports/parcel_history.asp?item=12057B&report=printer&CountyCode=PULTAX Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2017 2016 2015 2014 2013 2012 2012 2011 2011 2010 2009 2008 2007 2006 2005 2004 2002 Section B, Appendix 3 Created: 8/3/2017 7:45:53 PM 53R0320002501 Pulaski County PECK CHILDREN TRUST PECK CHILDREN TRUST Assessed Land 12,600 10,540 10,540 10,540 10,540 10,540 10,540 10,540 24,300 24,300 24,300 46,260 46,264 46,264 46,264 15,243 269 239 Assessed Building 77,040 72,970 72,970 72,970 72,970 72,970 72,970 72,970 51,100 51,100 51,100 59,885 0 0 62,480 24,297 63,750 0 Total Assessed 89,640 83,510 83,510 83,510 83,510 83,510 83,510 83,510 75,400 75,400 75,400 106,145 46,264 46,264 108,744 39,540 64,019 239 Taxable Value 62,545 62,245 59,285 56,915 54,545 52,175 49,805 52,175 45,465 47,435 43,485 106,145 39,535 39,536 39,537 39,539 280 239 Ownership History Date 6/14/2005 5/3/2005 4/26/2001 12/1/1990 Price 0 0 1 1 Grantor PECK TR TO PECK FM LTD PTN LLL PECK TR TO PECK RV TR PECK TO TRUST Grantee Book 05 05 01 90 Page 050267 037695 030328 70087 Deed Type TRD (Treasurer's Deed) TRD (Treasurer's Deed) QCD () DEED (Deed) 183 https://www.arcountydata.com/reports/parcel_history asp?item=12057B&report=printer&CountyCode=PULTAX 1/1 188 8/7/2017 https://www.arcountydata.com/reports/parcel_history.asp?item=11E942&report=printer&CountyCode=PULTAX Section B, Appendix 3 Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2012 2012 2011 2010 2009 2008 2007 2006 2005 2004 2002 Created: 8/7/2017 11:11:59 AM 53L0260150800 Pulaski County SCHLESINGER SCOTT MICHAEL SCHLESINGER SCOTT MICHAEL Assessed Land 35,670 27,200 27,200 30,000 30,000 30,000 28,750 28,750 28,750 23,148 25,000 23,196 Assessed Building 67,940 88,740 106,220 98,177 98,177 98,177 83,536 83,536 83,536 82,068 89,580 0 Total Assessed 103,610 115,940 133,420 128,177 128,177 128,177 112,286 112,286 112,286 105,216 114,580 23,196 Taxable Value 103,610 115,940 133,417 128,177 128,177 121,890 112,286 112,286 112,286 105,216 97,126 23,196 Ownership History Date 1/1/1997 12/1/1994 Price Grantor 2 124,000 Grantee 204 Book 97 94 Page 2636 83206 https://www.arcountydata.com/reports/parcel_history.asp?item=11E942&report=printer&CountyCode=PULTAX Deed Type DEED (Deed) DEED (Deed) 1/1 ARKANSAS STATE MEDICAL BOARD 1401 West Capitol, Suite 340, Little Rock, Arkansas 72201 (501) 296-1802 FAX: (501) 603-3555 Section B - Professional Licensure www.armedicalboard.org Detailed License Verification Queried on: Tuesday, August 01, 2017 at: 3:47 PM General Information Name: Kelli D. Schlesinger, M.D. Specialty: Neurology Address Information Mailing Address: 8201 Cantrell Road Address 2: Suite 265 City/State/Zip: Little Rock, AR 72227 Phone: (501) 661-0818 Fax: (501) 897-6468 License Information License Number: E-7545 Original Issue Date: 6/1/2012 Expiration Date: 3/31/2018 Basis: Exam License Status: Active License Category: Unlimited No Information Found for: License Board History 206 Page 1 of 1 Detailed License Verification (E-7545) - Kelli D. Schlesinger, M.D. Section B - Professional Licensure 236 8/7/2017 https://www.arcountydata.com/reports/parcel_history.asp?item=11E942&report=printer&CountyCode=PULTAX Parcel History Report Created: 8/7/2017 11:11:59 AM Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2012 2012 2011 2010 2009 2008 2007 2006 2005 2004 2002 53L0260150800 Pulaski County SCHLESINGER SCOTT MICHAEL SCHLESINGER SCOTT MICHAEL Assessed Land 35,670 27,200 27,200 30,000 30,000 30,000 28,750 28,750 28,750 23,148 25,000 23,196 Assessed Building 67,940 88,740 106,220 98,177 98,177 98,177 83,536 83,536 83,536 82,068 89,580 0 Total Assessed 103,610 115,940 133,420 128,177 128,177 128,177 112,286 112,286 112,286 105,216 114,580 23,196 Taxable Value 103,610 115,940 133,417 128,177 128,177 121,890 112,286 112,286 112,286 105,216 97,126 23,196 Ownership History Date 1/1/1997 12/1/1994 Price Grantor 2 124,000 Grantee 252 Book 97 94 Page 2636 83206 https://www.arcountydata.com/reports/parcel_history.asp?item=11E942&report=printer&CountyCode=PULTAX Deed Type DEED (Deed) DEED (Deed) 1/1 ARKANSAS STATE MEDICAL BOARD 1401 West Capitol, Suite 340, Little Rock, Arkansas 72201 (501) 296-1802 FAX: (501) 603-3555 www.armedicalboard.org Detailed License Verification Section B - Professional Licensure Queried on: Tuesday, August 01, 2017 at: 3:47 PM General Information Name: Scott Michael Schlesinger, M.D. Specialty: Neurological Surgery Address Information Mailing Address: 5800 W 10th Street Address 2: Suite 205 City/State/Zip: Little Rock, AR 72204 Phone: (501) 661-0077 Fax: (501) 664-2749 License Information License Number: C-7144 Original Issue Date: 8/8/1986 Expiration Date: 9/30/2017 Basis: Exam License Status: Active License Category: Unlimited No Information Found for: License Board History 254 Page 1 of 1 Detailed License Verification (C-7144) - Scott Michael Schlesinger, M.D. 258 259 7/28/2017 https://www.arcountydata.com/reports/parcel_history.asp?item=72988E&report=printer&CountyCode=PULTAX Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2017 2014 2013 2012 2012 2012 2010 2009 2008 2007 2006 2005 2004 2003 2002 Section B, Appendix 3 Created: 7/28/2017 4:43:47 PM 33L0300002000 Pulaski County MACE PROPERTIES LLC MACE PROPERTIES LLC Assessed Land 200,000 120,000 120,000 120,000 120,000 84,000 84,000 60,000 60,000 60,000 60,000 60,000 50,172 53,800 53,800 39,516 Assessed Building 288,830 263,740 263,740 263,740 263,740 216,100 220,270 293,500 293,500 275,764 275,764 261,976 123,408 130,780 119,780 0 Total Assessed 488,830 383,740 383,740 383,740 383,740 300,100 304,270 353,500 353,500 335,764 335,764 321,976 173,580 184,580 173,580 39,516 Taxable Value 488,830 383,740 383,740 383,740 371,180 300,100 304,270 353,500 353,500 335,764 173,578 173,579 173,580 173,580 173,580 39,516 Ownership History Date 9/1/2016 7/10/2007 6/24/1993 Price 2,675,000 1,940,000 699,000 Grantor LAFRANCE STEPHEN JR/WENDY MAULDEN JERRY/ SUE A ALSTADT LAURA G Grantee MACE PROPERTIES LLC LAFRANCE STEPHEN JR/WENDY MAULDEN JERRY/SUE A 275 https://www.arcountydata.com/reports/parcel_history.asp?item=72988E&report=printer&CountyCode=PULTAX Book 2016 2007 93 Page 058236 054292 41972 Deed Type WD (Warranty Deed) WADS () WD (Warranty Deed) 1/1 279 280 Section B, Appendix 2 8/2/17 9 38 AM Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2013 2012 2012 2012 2012 2010 2010 2009 2008 2007 2006 2005 2004 2002 Created: 8/2/2017 9:37:10 AM 53L0260145500 Pulaski County WILLIAMS ALONZO D SR/SUSAN D WILLIAMS ALONZO D SR/SUSAN D PO BOX 55130 LITTLE ROCK AR 72215 Assessed Land 55,180 34,000 34,000 34,000 34,000 34,000 34,500 34,500 34,500 34,500 34,500 34,500 29,909 30,000 26,790 Assessed Building 126,300 139,220 139,220 198,440 202,150 206,360 152,434 152,434 152,434 152,434 152,434 152,434 157,025 156,934 0 Total Assessed 181,480 173,220 173,220 232,440 236,150 240,360 186,934 186,934 186,934 186,934 186,934 186,934 186,934 186,934 26,790 Taxable Value 181,480 173,220 173,220 196,284 196,284 196,284 186,934 186,934 186,934 186,934 186,934 186,934 186,934 186,934 26,790 Ownership History Date 10/4/2006 6/22/2002 5/5/2000 4/1/1997 3/1/1995 3/1/1994 5/5/1900 Price 0 0 0 2 804,000 159,000 856,000 Grantor ADC ANESTHESIA SERVICES PLC PLAT G 417 ADAMETZ J R REV TRUST TO ADC A ADAMETZ TO SAME Grantee WILLIAMS ALONZO D/SUSAN D ADAMETZ TO ADC ANESTHESIA SERV https //www arcountydata com/reports/parce _h story asp? tem=118218&report=pr nter&CountyCode=PULTAX 296 Book 2006 2002 00 97 95 94 00 Page 083967 150897 030706 23987 12048 22167 030707 Deed Type WADS () UNKNOW () UNKNOW () DEED (Deed) DEED (Deed) DEED (Deed) DEED (Deed) Page 1 of 1 300 301 7/28/2017 https://www.arcountydata.com/reports/parcel_history.asp?item=72988E&report=printer&CountyCode=PULTAX Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2017 2014 2013 2012 2012 2012 2010 2009 2008 2007 2006 2005 2004 2003 2002 Created: 7/28/2017 4:43:47 PM 33L0300002000 Pulaski County MACE PROPERTIES LLC MACE PROPERTIES LLC Assessed Land 200,000 120,000 120,000 120,000 120,000 84,000 84,000 60,000 60,000 60,000 60,000 60,000 50,172 53,800 53,800 39,516 Assessed Building 288,830 263,740 263,740 263,740 263,740 216,100 220,270 293,500 293,500 275,764 275,764 261,976 123,408 130,780 119,780 0 Total Assessed 488,830 383,740 383,740 383,740 383,740 300,100 304,270 353,500 353,500 335,764 335,764 321,976 173,580 184,580 173,580 39,516 Taxable Value 488,830 383,740 383,740 383,740 371,180 300,100 304,270 353,500 353,500 335,764 173,578 173,579 173,580 173,580 173,580 39,516 Ownership History Date 9/1/2016 7/10/2007 6/24/1993 Price 2,675,000 1,940,000 699,000 Grantor LAFRANCE STEPHEN JR/WENDY MAULDEN JERRY/ SUE A ALSTADT LAURA G Grantee MACE PROPERTIES LLC LAFRANCE STEPHEN JR/WENDY MAULDEN JERRY/SUE A 317 https://www.arcountydata.com/reports/parcel_history.asp?item=72988E&report=printer&CountyCode=PULTAX Book 2016 2007 93 Page 058236 054292 41972 Deed Type WD (Warranty Deed) WADS () WD (Warranty Deed) 1/1 321 322 328 329 8/16/17 12 10 AM Parcel History Report Basic Information Parcel Number: County Name: Owners Name: Billing Name: Billing Address: City, State, Zip: Assessment History Year 2017 2017 2016 2015 2014 2013 2012 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 Created: 8/16/2017 12:10:36 AM 33L0290002400 Pulaski County CUMMINS H E III & JODY CUMMINS H E III & JODY Assessed Land 55,200 55,200 55,200 55,200 55,200 55,200 55,200 38,000 16,600 16,600 16,600 16,600 16,600 16,600 14,979 15,000 15,000 13,708 Assessed Building 59,980 42,600 42,600 42,600 42,600 42,600 42,600 69,060 127,080 127,080 127,080 118,459 118,459 118,459 34,951 34,930 34,930 0 Total Assessed 115,180 97,800 97,800 97,800 97,800 97,800 97,800 107,060 143,680 143,680 143,680 135,059 135,059 135,059 49,930 49,930 49,930 13,708 Taxable Value 87,048 87,048 82,908 79,588 76,268 72,948 69,628 69,628 66,308 63,298 60,288 57,417 54,921 52,425 49,930 49,930 49,930 13,708 Ownership History Date 3/1/2002 7/1/1995 11/1/1989 10/1/1985 Price Grantor 471,000 ORSINI to CUMMINS H E III & JO 267,000 119,000 185,000 Grantee https //www arcountydata com/reports/parce _h story asp? 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Applicant, Owner, Officer, or Board Member Disclosure Statement Identify your affiliation with the proposed cultivation facility (Applicant, Owner, Officer, Board Member?) Include your percentage of equity ownership in the facility, if any. Laboratory Manager Affiliation: ____________________________________________________________________ 0 Percentage of Equity Ownership: __________________________________________________ Legal Name *In addition to the information below, you are required to provide supporting documents to prove your legal name. See Section B, Appendix 1 for acceptable forms of proof. Risley Last Name ____________________________________________________________________ Joshua First Name ____________________________________________________________________ Lauden Middle Name __________________________________________________________________ Maiden Name (if applicable) ______________________________________________________ Alias(es) or former names ________________________________________________________ SSN _ _____________________________________________________________ Date of Birth *In addition to providing your date of birth, you are required to provide supporting documents to prove your date of birth. See Section B, Appendix 2 for acceptable forms of proof. Date of Birth _________________________________________________________ Contact Information Mailing Address __________________________ ______________________________________________________________________________ Phone Number (primary contact number) _______________________________   joshlrisley@icloud.com Email Address__________________________________________________________________ Residency No Are you an Arkansas resident? ____________________________________________________ If you are not an Arkansas resident, please identify your primary place of residence. _______________________________________ No Have you been an Arkansas resident for the past seven (7) years?_________________________ If you answered “yes” to the question above, in addition to providing the information requested below, you are required to provide supporting documents to prove your residency for the past seven (7) years. See Section B, Appendix 3 for acceptable forms of proof. Provide the address of your primary residence(s) for the past seven (7) years. Identify the dates (month and year) you resided at each listed location: 7/1/2014 - Present ________________________________________ 1/1/2010 - 7/1/2014 _______________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Tax Liability No Do you have any outstanding tax delinquencies owed to the State of Arkansas: ____________ If you answered “yes” to the previous question, please explain the nature of any delinquencies: _______________________________________________________________________________ ______________________________________________________________________________     Other Financial Liabilities Are you a party to any legal proceedings where damages, fines, or civil penalties may reasonably be expected to exceed $500,000 above any insurance coverage available to cover the claim? No ______________________________________________________________________________ If the answer to the above question is “yes”, attach a statement describing the litigation, including the title and docket number of the litigation, the name and location of the court in which it is pending, the identity of all parties to the litigation, the general nature of the claims being made and the impact an unfavorable opinion may have on your ability to finance and operate the proposed cultivation facility. Any documents submitted in response to this requirement must be labeled with “Section B, Other Financial Liabilities”. Regulatory History Have you, or has any entity over which you exercised management or control, ever had any fines or No other penalties over $10,000 assessed by any regulatory agency? _______________________. If the answer above is “yes”, attach a statement providing the details of such fines or penalties. Any documents submitted in response to this requirement must be labeled with “Section B, Regulatory History”. Professional Licensure Colorado Medical Enforcement Divis Do you presently hold any type of professional license? ________________________________ M31279 If yes, identify the type of license and license number___________________________________ Yes Is the license in good standing? ____________________________________________________   340 Section B - Professional License 346 347 353 354 APPLICATION FOR MEDICAL MARIJUANA CULTIVATION FACILITY SECTION C. PROPERTY INFORMATION Part 1. PROOF OF AUTHORIZATION TO OCCUPY PROPERTY NSMC-OPCO, LLC has chosen the third path of real estate compliance within Section C. Part 1. Attached beneath this document is a written statement from the owner certifying consent for NSMC-OPCO, LLC to purchase the property in Jefferson County for the purpose of operating a medical cannabis cultivation facility. After a title search was performed, there was found to be zero lienholders or mortgagees. 358 9-6-17 Part 2. PROOF THAT PROPOSED LOCATION IS AT LEAST 3000 FEET FROM THE NEAREST PUBLIC OR PRIVATE SCHOOL, CHURCH, OR DAYCARE. NSMC-OPCO, LLC has attached below a survey of the property with a formal report proving that it is 3,000 feet from the nearest public or private school, church, or daycare. 360 Section B, Part 2 If you have questions regarding our work or this certification, please do not hesitate to contact me. Sincerely, ----- GarNat Engineering, LLC Kelly Vanlandingham, P.E., P.S. 362 364 365 Section C3 - Verification No Zoning Required Table Of Contents Section E: Merit Criteria: Application for Marijuana Cultivation Facility Chairman’s Introduction 1 Schedule 1: Qualifications of Applicant 5 Schedule 2: Ability to Operate a Cultivation Facility in Compliance with Applicable Law, Rules, and Regulations Schedule 2a: Plant Numbers, Strains, Marijuana Products 10 Schedule 2b: Construction Specifications 13 Schedule 2c: Security & Storage 16 Schedule 2d: Packaging, Labeling, & Preparation for Transport 18 Schedule 2e: Transportation 19 Schedule 3: Operations Plan Business Plan Capital Breakdown and Debt Requirements Daily Operations Schedules Operational Timeline 20 21 22 22 Schedule 4: Financial Disclosure Legal Sources of Finances Immediately Available to Begin Operating A Cultivation Facility Disclosure of Bankruptcy Filings Credit Histories of Owners Summary of Owner’s Business’ Financial Statements 22 22 22 23 23 Schedule 5: Affiliation with a Medical Doctor, Doctor of Osteopathy, or Pharmacist Schedule 6: Economic Impact and Diversity 23 Schedule 7: Community Benefit 23 APPLICATION FOR MEDICAL MARIJUANA CULTIVATION FACILITY SECTION E. MERIT CRITERIA : Section E Narrative to be added once final 25 pages have been created along with all relevant Section E attachments. Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation SECTION E THE CHAIRMAN’S INTRODUCTION As the Chairman and applicant for Natural State Medicinals Cultivation (NSM), I want to personally introduce you to our company by explaining our vision and story. Our group is formed entirely of medical and business professionals from the State of Arkansas. We are 100% locally owned with no plans of divesting. NSM is in no way a hidden partnership with outside investors subletting our professional accomplishments and Arkansas statehood. Our focus is on the cultivation and extraction of medical cannabis with zero members from our team applying for a dispensary license. My background consists of 28 years in retail pharmacy. I was the President and CEO of the largest privately held pharmacy chain in the United States and headquartered in Pine Bluff, Arkansas. As President and CEO, I oversaw 157 pharmacies, over 500 pharmacists and 4,000 employees. Our company also owned and operated the largest wholesale pharmaceutical business in Arkansas, being licensed to distribute controlled substances in 32 states. The Committee has asked applicants to demonstrate experience in regulated industries and I have included a list of 1,302 licenses from my previous company, please see Exhibit 1 for this list. These range from DEA, pharmaceutical distribution, alcohol, tobacco, lottery and medical equipment across multiple states. I have never had a license suspended or revoked. NSM’s promise will be to provide our patients with the highest quality medical grade products specific for their medical condition in the most controlled, secure, and regulated manner possible. I have spent my entire professional career doing such. In addition, I am an owner and member of the Board of Directors of two steel building manufacturing companies. Our Owners: I would like to provide you a snapshot of our team of owners and advisors. As stated earlier, we are all Arkansans having a combined 562 years of residency. Our ownership is 52% female and 25% minority. I also want to note that all equity is from invested capital on equal terms. No equity has been exchanged for services or products; only for invested capital. Our combined balance sheet represents a net worth of $195m. Owners from the medical community include a leading urologist and adjunct professor at the University of Arkansas for Medical Science with a focus on cancer, a renowned neurosurgeon, a neurologist specializing in epilepsy and ALS, a gastroenterologist with 24 years of service on the Arkansas State Medical Board, a dietitian, a PhD biomedical engineer and a veterinarian. NSM’s six-member Medical Advisory Board owns 43% of the company. Furthermore, one of our owners has been working with software developers specializing in the cannabis industry for two years. He is licensed by Colorado to work in the spent great amounts of time working with Colorado’s seed-to-sale platform and has been licensed by the state to do such. From a business perspective our owners include the senior leadership of USA Drug, the previously mentioned retail pharmacy chain I headed, as well as the founder of the generic pharmaceutical distribution business. Collectively, we are the owners of a neurosurgery center, MRI imaging center, multiple medically focused IT businesses, a point-of-sale and security business, endoscopy center, outpatient surgery center, a specialty pharmacy, as well as a nonprofit focused on aiding cancer survivors. From an agriculture perspective, our group owns an Arkansas produce wholesale distribution business and multiple farms totaling well over 1,000 1 Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation acres and includes multiple owners of timberlands and wetlands. When objectively evaluating the ownership and leadership goals of the MMC, our team should meet and exceed the highest of expectations. Our Advisors: A major focus for the successful implementation of Arkansas, Medical Marijuana program will be to establish both compliance and security. For compliance, we have retained the services of both a leading Arkansas attorney and a former U.S. Attorney as our thirdparty Director of Compliance. There will be ongoing, arms-length, quarterly compliance reviews. The only way to establish superior compliance and security is to engage an independent firm with no ownership or stake in the company. Our Director of Security, a Marine Corps veteran, has an extensive career in both Arkansas law enforcement as well as a highly regulated business. He spent over 20 years as an Arkansas State Trooper prior to being elected as Sheriff of Grant County where he served two terms. At that time, the Arkansas Lottery Commission was newly formed and had a task very similar to that of the Arkansas Medical Marijuana Commission; the task being to run a highly regulated new business where security is paramount. He was the inaugural Director of Security for the Arkansas Scholarship Lottery. He was tasked with hiring and screening staff as well as the secure transportation of tickets, security, and maintaining the integrity of the program. Lance’s long-time experience will be invaluable in establishing good working relationships with law enforcement officials on all levels throughout the state. We clearly have someone that has done this before. NSM is committed to ensure both the safety of our supply chain I headed as well as the safety of our employees. This has been clearly outlined in our security sections. We aim to establish NSM as the leading producer and manufacturer of high grade, medical cannabis products ensuring the utmost in consistency and outcomes with our product mix. We are fully committed to ensuring that our business has the most proven and best practices for the medical cannabis industry, including but limited to: cutting-edge cultivation processes, pharmaceutically formulated manufactured products, and control measures, and best in class security protocols. We will be relying on three key individuals each with a specialized focus on the procedures, production, and research of medical cannabis in Arkansas. Our general manager is a former Arkansas resident who became a 20-year senior executive at a Fortune 100, highly regulated beverage manufacturer. His vast experience in creating standard operating procedures (SOPs) has further translated into the cannabis cultivation vertical of the cannabis industry. He owns three best-in-class cultivation facilities in Denver while simultaneously holding positions on various cannabis industry boards. Our cultivation manager will be relocating to Arkansas to supervise all aspects of the production of our product. His experience includes years of founding and operating legal cannabis cultivation facilities in Colorado. He has proven effective expertise in the execution of light spectrum, temperature, CO2, water levels, humidity, root development, and nutrient deployment for optimal cannabis production, quality control, and quality assurance. That is explained throughout our application and in detail in NSM’s Exhibits. Every potential cultivator in Arkansas is seeking an out of state, experienced production and cultivation expert. I firmly believe we are importing the best one. 2 Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation In regards to plant research and genetics, our Director of Agriculture and Genetics is a native Arkansan, with a Ph.D. from the University of Arkansas in plant breeding and genetics. After graduation, he had a lengthy career with Monsanto overseeing the development of a global cotton-breeding pipeline between the U.S., India, and Brazil. He currently owns and operates a 400-acre produce farm in Arkansas. Our process of growing is very “high touch.” We choose to manually complete key tasks that could be automated. The reason for this is we want to visually observe for the early stages of disease, pests, or underperforming strains. Moreover, our group uses a process of manual “schwazzing,” a process and term created by our Colorado advisors. In layman's terms, this is a highly detailed, proprietary defoliation process, similar to pinching back your tomato plants. It requires additional labor, but it is proven to increase key medicinal compounds, quality, and yields just like all of our cultivation and extraction processes. A beneficial side effect of this is the creation of more jobs for local Arkansans with our ultimate goal being the creation of the highest grade product. State-of-the-Art Facility Design: Now I would like to briefly discuss the location, architecture, and design of our facility. We retained the services of , a nationwide architectural firm with extensive experience designing manufacturing facilities including those in the pharmaceutical industry. Our engineering firm from Colorado has extensive experience with designing superior cannabis production facilities. We initially considered purchasing existing warehouse space to retrofit as a cultivation facility. However, we quickly decided against this, to construct a fully process- engineered, and expandable facility. Designing and building a cultivation facility from the ground-up is the only way to achieve a high-quality yield, maintain pristine growing conditions, and ensure the integrity and consistency of our cannabis genetics. While this choice does greatly increase the upfront costs of starting this business, we have found it to be absolutely necessary to achieve our internal goal of consistently manufacturing pharmaceutical-grade medical cannabis products within Arkansas. Our design consists of smaller-sized cultivation rooms. Our advisors have developed this approach over the years and determined a smaller, ft² room greatly increases the biochemical consistency as well as the individual quality of each plant. We are not taking a “sea of green” approach that leads to biological contamination, but rather a much more controlled method that lowers the price patients will pay for our product, increases the amount of pharmaceutical-grade cannabis produced, and eliminates any form of biological contamination. We also believe it is critical to design not just for the short-term, but also have a plan in place for smart, future expansion. As will be illustrated later, our Phase I facility will be ft². We have designed three phases with a potential growing capacity of ft². I know as commissioners you have read of supply issues in other states. We want our facility to be well positioned to meet the growing demands of the State of Arkansas. We understand that location is important in its effect on other Arkansans. It is safe to say that no individual or business would be excited about having a cultivation facility next door due to economic, political, social, sensory, or religious reasons. We are designing our building with the highest grade filtration system available, however, it would be impossible not to detect some 3 Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation cannabis to licensed dispensaries in the state of Arkansas, NSM feels responsible for the wellbeing of the residents of Jefferson County. NSM discovered that Jefferson has higher rates of epilepsy within the state. NSM has chosen to allocate resources to ensure that several of the strains produced and manufactured products will specifically be for epileptic patients of Jefferson County. NSM understands that the future is in sustainable cannabis production and business practices. As such, our company is preparing for the acquisition of a LEED certification. NSM wants to minimize negative impact on the local community and environment along with enhancing its positive impact. As a result, NSM will be employing USDA-certified-organic inputs and methodologies including innovative integrated pest management techniques that enhance plant immunology through environmental management, soil microbes, and symbiotic insects. NSM wants to keep the Natural State, natural. We believe this starts with sustainable agriculture, environmentally smart building processes, and a philosophy that is dedicated to providing the highest quality medicine without any impurities to any immunologically compromised patients of Arkansas. A Personal Note: I want to close with a testimonial from one of our owners and our Director of Communications. She lost her daughter to a lengthy battle with colon cancer. Like any parent, she left no stone unturned to try to bring her daughter comfort and relief. It was recommended that she try medical cannabis, something she previously would not allow in her household. Eventually, she decided to try it. It did not save her daughter’s life, but it was unquestionably effective as an antiemetic and the increased appetite her daughter experienced greatly improved her quality of life. In closing, that is what we hope to do. We want to improve the quality of life for Arkansans with qualifying conditions for medical cannabis. Your service as a commissioner may seem like a thankless job, but you are definitely bettering the health of our state. Our team greatly appreciates your service and will certainly respect the tough decisions you are tasked to make. SCHEDULE 1 - QUALIFICATIONS OF APPLICANT Joe Courtright, P.D., R.Ph, Owner, Board of Directors Chairman: Joe has experience working in a regulated field - he began his pharmacy career in 1989 as a pharmacist for May’s Drug Stores, Inc., ascending to Senior Vice President of Pharmacy and Information Technology. Joe most recently served as President and CEO of USA Drug, the largest privately-held pharmacy chain in the U.S. During his tenure, he oversaw 153 pharmacies, over 500 pharmacists, and 4,000 employees. USA Drug also owned and operated the largest wholesale pharmaceutical business in Arkansas with controlled substance distribution capability in 32 states. See Exhibit 1 for a list of 1,302 licenses from Joe’s previous companies, ranging from DEA, pharmaceutical distribution, alcohol, tobacco, underground gas, eggs, Western Union, EBF, Class VII Liquefied Petroleum, lottery, to medical equipment across multiple states. Additionally the controlled substance distribution business and a subset of pharmacies required both 24/7 monitoring and armed security. In 2003, Joe designed and developed the first multi-location, multi-state, online secure inventory tracking system for pseudoephedrine and methamphetamine precursor products. Joe also implemented sound financial and business planning through the generation of 71 retail pharmacy acquisitions. He orchestrated the sale of the Memphis, TN market of USA Drug and 5 Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation Ike’s Deep Discount to Walgreens. In 2010, Joe oversaw the redemption of certain shares of USA Drug which made USA Drug the largest privately-held pharmacy chain in the U.S. with a total valuation at purchase of $214 million. In 2012, Joe orchestrated the sale of USA Drug and seven subsidiary companies to Walgreens with a total purchase price in excess of $550 million, which represented a gain of approximately $453 million and an IRR of 30.3%. Joe is on the Board of Directors for KPH Healthcare, a national provider of pharmaceutical and health care services with complementary businesses in retail and commercial segments of these industries. The company is comprised of Kinney Drugs, with 100 full-service drug stores, Health Direct Institutional Pharmacy Services for long-term care needs, ProAct, Inc., a national pharmacy-benefit management company and mail order pharmacy, and Noble Health Services, a specialty pharmacy dispensing complex and chronic disease medications. KPH has annual revenue over $1 billion and 3,000 employees. Joe was on the Board of Directors of the National Association of Chain Drug Stores, representing drug stores totaling 40,000 pharmacies, 3.2 million employees including 178,000 pharmacists. Joe was also on the Board of Directors of Data-Rx, which provides pharmacy technology services in the United States. Joe is also a board member and owner of Associated Steel Group, which is a steel building manufacturing company with annual revenues of $125 million. In 2017, Joe became the fifth recipient of the University of Kansas, School of Pharmacy Distinguished Service Award. Terence Fitch, General Manager: Terence is a previous Arkansas resident and Fortune 100 company senior executive. While working as the President of the Western United States for Coca-Cola Enterprises, he managed and was responsible for 75 manufacturing plants and sales centers with over 7 million ft² of manufacturing space. Under his direction, his plants consistently scored at the top of the industry for efficiency, bottling over 6,000 Coca-Cola bottles per minute and manufacturing over 1,500,000 cases of Coca-Cola a day. He personally oversaw the distribution of each of those cases whereby he managed over 5,000 semi-trucks in 16 states. As a senior executive, Terence also developed and executed numerous business plans. Under his leadership, annual sales grew to over $4.2 billion, with seven regional vice-presidents directly reporting to him. These plans encompassed but were not limited to: go-to-market strategies, competition analysis, regulatory compliance, resource allocation, distribution, marketing, sales, and the annual budget with emphasis on examining returns on investment for repairs, maintenance, and expansion of new manufacturing plants, employees, and distribution pathways. Additionally, Terence has experience in the highly regulated cannabis cultivation industry where he managed the operations of 3 cultivation facilities in Colorado with a combined annual production of 12,000 pounds of cannabis and over 65 employees. His experience in creating SOPs, managing sophisticated operations, and navigating complicated regulatory environments translates well into the cannabis cultivation industry. Terence has served on the Board of Directors of MassRoots since 2015, the premier publicly-traded social network for cannabis. Through this expansive experience, Terence also has experience with secure Inventory Tracking and Control and operating a business with 24-7 security. Stephen LaFrance, Owner, Board of Directors: Stephen has experience in the highly regulated industry of pharmaceuticals. He joined USA Drug as owner and operator of 6 drug 6 Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation stores in 1993. Stephen developed the company’s acquisition strategy to purchase and consolidate independent drug stores and small chains into the USA Drug family of companies. Prior to its sale to Walgreens in September 2012, USA Drug was the 6th largest drugstore chain in the United States as well as the largest privately owned pharmacy chain with 157 pharmacies. Stephen founded the generic pharmaceutical distribution arm of SAJ distribution. That company owned and operated the largest wholesale distribution business in Arkansas with controlled substance distribution in 32 states. This required DEA mandated 24-7 security, inventory tracking and control. In addition, Stephen was the founder, President, and CEO of six corporations which owned and operated 32 drug stores in five states, all separate from USA Drug. These stores produced over $200 million in annual revenue. While orchestrating USA Drug’s rapid growth, Stephen formed LAF Brothers Properties, LLC to manage commercial real estate investments. LAF Bros owns over 30 properties in seven different states. After the sale of the family business to Walgreens, Stephen formed a private wealth management office, Dale Capital Partners, Inc., with Stephen as a main Principal officer and owner. Having had P&L responsibility, Stephen has ample experience creating and implementing sound business plans and financial plans. Stephen also has extensive experience in the field of agriculture and horticulture. He is the former owner and manager of Diantha West Farm which cultivated rice and soybeans on a 653 acre farm and AG Resource, LLC which cultivated wheat, rice, and soybeans. Stephen currently owns AG Resources II, LLC, which cultivates soybeans and wheat, and Yo Eleven Enterprises, LLC, which owns an investment in a company that grows trees in Sheridan, Arkansas. Robert DeBin, Owner, VP IT and Business Development: Robert is an Arkansas native and cannabis industry IT expert. He graduated from the Walton College of Business with a degree in Entrepreneurship and Information Systems, also receiving a graduate certificate in SAP Enterprise Resource Planning. After graduating, he founded RockIT City Solutions, an IT services & consulting firm, specializing in payment processing and tablet point of sale systems for restaurants and retail stores, as well as networking, and security services. Robert is licensed with the Payment Card Industry Security Standards Council as a Qualified Integrator & Reseller. After the passing of Colorado (CO) Amendment 64 his business pivoted, offering IT consulting services to the growing cannabis industry in CO. Robert holds CO’s Marijuana Enforcement Division’s Occupational Support License to legally work with cannabis manufacturers and retailers. He has worked with medical marijuana point-of-sale providers as well as advised dispensary operators and cannabis cultivators to help streamline their IT practices. While working in Colorado, Robert completed training in METRC, the first all-regulatory, seed-to-sale solution for cannabis. Over the past year, Robert has been working directly with our cultivation and extraction advisors in CO receiving hands-on training in their cultivation, production, sales, security, and compliance procedures. His experience and understanding of point of sale and inventory tracking with experience and training in seed-to-sale tracking software will help NSM establish best practices for compliance. Through this work he has also gained ample experience creating and implementing sound business plans and financial plans. Robert is a member of the Board of Directors for the Arkansas Cannabis Industry Association, a cannabis trade 7 Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation association advocating for laws, regulations and public policies that foster a healthy, professional and accountable medical cannabis industry in our state. Andrew Salini, Cultivation Manager: Andrew is a Princeton University graduate with a strong background in creating financial plans as he was a strategist and portfolio manager from 20112014 at EMF, a fixed income hedge fund with $500 million AUM. Andrew also worked for 5 years as an investment banker at Deutsche Bank and later Credit Suisse. He has experience with developing and implementing business plans, secure inventory and tracking systems, and operating a business that requires 24-7 security and monitoring as he oversees the operations of three cannabis cultivation facilities and four dispensaries in Colorado for High Country Healing, an industry leader both in Colorado and in the United States. High Country Healing has won numerous awards for its cultivated artisan cannabis using proven USDA organic methodologies. High Country Healing has consolidated annual revenues of $10+ million. High Country Healing prides itself on being socially responsible and forward thinking with patientfriendly branding. More specifically, High Country Healing has created a color labeling program for specific chemotypes which will be used by NSM to further develop its own medicinal identification and classification program for patients in Arkansas. Andrew will be relocating to Arkansas to supervise all aspects of the production of our product. His experience includes years of founding and operating legal cannabis cultivation facilities in Colorado. Dr. Scott Schlesinger, Owner, Medical Advisory Board of Directors: Dr. Scott Schlesinger has extensive experience working in a heavily regulated industry as he has practiced neurosurgery in Little Rock for over 25 years. He has experience implementing sound business plans and financial plans through his practice and surgery center, which employ 50 full-time employees managed in compliance with the Center of Medicare Services (CMS) highlyregulated federal “Conditions of Coverage” rules, and which treats 3,000 patients annually. He is responsible for extensive compliance programs including state and federal reviews and credentialing from the Department of Health and CMS every 2-4 years. He was actively involved with the 2017 Legislative Act 820 regarding the prescription drug-monitoring program. As CEO and CMO of the surgery center, he provides full-time oversight of management, 24-7 security, and secure inventory tracking and control of medical supplies and medications including controlled substances. Scott has hands-on experience with commercial manufacturing as his family owned and operated a successful aluminum alloy manufacturing and recycling business, Arkansas Aluminum Alloys. Josh Risley, Laboratory Manager: In 2015, Josh partnered to open Cannabis Maximus, a profitable, well-regarded, and licensed cannabis concentrate manufacturing company, which requires 24-7 security. The laboratory Josh and his team designed and built meets FDA clinical standards along with achieving OSHA safety compliance (Class I Division I) to ensure it will withstand the ever-tightening regulations around light hydrocarbon cannabis extractions. Cannabis Maximus pioneered the process for true Class I Division I cannabis extraction processing globally and locally. Eight months after opening, Cannabis Maximus grosses between $100,000 - $120,000 per month, has 20 employees, and its products are sold in over 40 Colorado retail dispensary locations. Cannabis Maximus is recognized as one of the premier concentrate brands in Colorado. 8 Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation Dr. Alonzo Dean Williams, Sr., MD, Owner, Medical Advisory Board of Directors - Dr. Williams Sr., has experience in the highly regulated industry of healthcare and pharmaceuticals as a gastroenterologist of thirty years and medical director for Arkansas Diagnostic Center and Kanis Endoscopy Center, a fully accredited outpatient surgery center in Little Rock, Arkansas. He is a 24-year member of the AR State Medical Board. Dr. Williams also owns D&D Specialty Pharmacy in Little Rock, and serves as CEO of Pacific Coast Management, which owns and manages over 25,000 f² of healthcare real estate and provides management for several private practices. He oversees all these facilities, which require 24-7 monitoring and security. Dr. Donna M. Mooney, Ph.D., Owner, Medical Advisory Board of Directors: Has a B.S. in Chemistry and Computer Science, an M.S. in Computer Science and a Ph.D. in Electronics and Instrumentation. Dr. Mooney has experience working in a highly regulated industry, and she conducted her Post Doctorate in the Department of Pediatrics where she designed, programmed and implemented a non-invasive human fetal heart rate monitor. Many of today’s monitors employ her algorithms. Donna develops integrated solutions for patients’ Electronic Health Records (EHRs), and has written complex certified medication prescription modules for Surescripts, the national prescription drug repository. She is a partner in Bespoke Health Media, LLC, and has developed a patient education application “MDspoke” for targeted guidelinesbased patient education and patient medical records. She also has experience in agriculture as she owns a produce company in Little Rock and Hot Springs. She has extensive knowledge in the areas of food safety and Good Agricultural Practices. Her produce companies supports “Arkansas Grown” and has a statewide distribution network. Dr. Keith Mooney, Owner, Medical Advisory Board of Directors: Dr. Mooney is a Board Certified Urologist who has extensive experience in the highly regulated field of healthcare. He has been President of Arkansas Urology for over 12 years and Adjunct Professor of Medical Sciences, Urology at the University of Arkansas. He has been recognized by the Arkansas Times for Best Doctors--Urology (18 years), Best Doctors-Urology for the Decade and by Arkansas Business for Best Urologist (18 years), and Most Compassionate Doctor (3 years). Frank Groves, Ph.D., Director of Agriculture and Genetics, Advisory Board: Dr. Groves has his Ph.D. in plant breeding and genetics and an M.S. in Agriculture with a focus on Weed Science. He brings 20 years of experience in the field. He had a lengthy career with Monsanto overseeing development of a global cotton-breeding pipeline among the U.S., India, and Brazil. He has experience creating and implementing a business plan in 2016. Specifically, having launched an 80-acre startup farm focused on the development of sustainable and innovative produce farming practices in the Arkansas Delta. Later, Frank formed Benson Creek Produce, LLC. Benson Creek Produce is a 400-acre operation that has earned regional recognition as a premium brand in the market. E. (“Bud”) Cummins, Third-Party Compliance Officer: Has experience working in a regulated industry as an attorney licensed in good standing in Arkansas since 1989. His law firm is Law Offices of Bud Cummins, PLC. Mr. Cummins served as a federal law clerk to a U.S. Magistrate Judge and to the Chief U.S. District Judge for the Eastern District of Arkansas. He was Chief Legal Counsel to Governor Mike Huckabee and was a presidentially appointed U.S. Attorney for the Eastern District of Arkansas from 2001 to 2006. Mr. Cummins’ private law 9 Section E Merit Criteria: Application for Medical Marijuana Cultivation Facility Natural State Medicinals Cultivation Schedule 7b: Schedule 7d: NSM’s ownership is 100% Arkansas residents. Lastly, we realize there is great opportunity for financial gain for those chosen to be issued a cultivation license. NSM knows it is our obligation to give back to the community. NSM is committed to using a portion of its profits to help enable the efforts of two existing local charities, the Little Rock Police Foundation and Yoga Warriors Fighting Colon Cancer. In line with our commitment to our veterans we will establish a needs-based scholarship fund for veterans and their children. 25 Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Cliff Peck DVM Promoting health and happiness to pets in our neighborhood, Cliff Peck DVM, moved to Ferndale AR in 1984. He studied business management at Texas Cedarwood Institute before transferring to the University of Arkansas in Fayetteville. After taking part in the family automotive business, and owning Cliff Peck Toyota for five years, he decided to follow his passion and lifelong dream of veterinary medicine. In 1989 Cliff began studying at the University of Central Arkansas to pick up deficiencies needed to apply to Louisiana State University in 1993 and graduated in 1997 with his doctorate in veterinary medicine. Since 1999 Dr. Peck has owned and operated Doubletree Veterinary Clinic. He opened a second veterinary clinic, The Boulevard, in 2012. Dr. Cliff Peck is an industry expert with more than 20 years of successful experience providing a lifecycle of health to pets in the veterinary industry. Dr. Peck has the proven ability to foster communications and relationships, while incorporating medical support, between clients and their pet. Cliff is most fulfilled when helping to restore animals back to a healthy lifestyle. His vision and ability to nurture animals through a lifetime of health and happiness is his gift and talent. - Supporter and volunteer to Pfeifer Kiwanis Camp for inner-city children - Current license holder with the DEA #BP6170663 - Scientific educator for Ferncliff Camp - PRN Veterinarian for the Little Rock Municipal Zoo - On call with the FBI hostage rescue team: Operations “Delta Blues” and “Blynd Justus” - Advisor to MEMS SWAT team - Volunteer at Direct Action Resource Center - Little Rock Christian Academy – J-term mentor - Volunteer science educational lecturer - Instructor for Direct Action Resource Center - Lay minister for the community Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES D. Keith Mooney, MD BS Chemistry MD, Board Certified Urologist (emphasis on oncology, infertility, and prostate Cancer) President of Arkansas Urology 12+ years (10 physicians, 165+ employees) Adjunct Professor, UAMS (University of Arkansas for Medical Sciences, urology) Arkansas Times I Best Doctors I urology 18+ years Arkansas Times I Best Doctors for this decade (urology) Arkansas Business I Best Urologist 18 + years Most Compassionate Doctor – 3 + years Assets • men’s health clinic • assist with development / coordination of clinical trials • conduct market research • own’s 645 acre farm (USDA wetlands programs) • owns produce co (NLR and Hot Springs) see DM bio Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES DONNA TERRELL A personal tragedy is what drives Fox16's television news anchor Donna Terrell to seek involvement with medical marijuana in Arkansas. In 2004 Donna's only child, Queah, was diagnosed with Stage III colon cancer at age of 27. Over the course of seven years, she battled the disease twice. Donna has often described the second bout as cancer that came back with a vengeance. But the mother and daughter remained optimistic hoping medicine and faith could help them win the fight a second time. Unfortunately, it was not meant to be. During the last two years of Queah's life, Donna moved her daughter from Houston, Texas to Little Rock so that she could care for her. Because of cancer and its associated treatments and surgeries, Queah couldn't eat, and when she did eat she couldn't keep food down. It was eventually suggested that Queah could benefit from marijuana. As Donna tells the story, "I don't smoke marijuana, I don't want people smoking it around me or in my home". But she was desperate and felt there was a chance her daughter could find comfort, so she allowed it in her home. Turns out, it was a positive experience for Queah. She developed an appetite, had less anxiety and her nausea was under control. Unfortunately, Donna's daughter could not continue smoking marijuana because they were unable to continuously obtain the drug. After exhausting every medical option they had, Queah was essentially skin and bones when she died on March 19, 2011. Donna has often said, "Cancer was a factor, but my daughter died from starvation. You could look at her and tell. Marijuana wouldn't have saved her, but she would have had a better quality of life". Queah's death inspired Donna to draft a plan to help others, especially young people dealing with colon and other cancers. She was inspired by an experience her daughter had during chemotherapy treatments. Queah was introduced to yoga through a program at her hospital in Texas. Her mother remembers the phone call she received when her daughter first tried yoga and said it made her feel more at ease from the side effects of the drugs. That is the inspiration for 'Donna Terrell's Yoga Warriors Fighting Colon Cancer', a 501(c)3 nonprofit organization. Yoga Warriors is specifically designed to raise awareness and help survivors of all different kinds of cancer. Each year the organization has a community-wide, free event where hundreds of people come to learn the art of yoga, get information on leading a healthy lifestyle and becoming more aware of changes that may be happening in their bodies. Through donations, Yoga Warriors continues to successfully raise money each year to provide liquid nutritional supplements to cancer survivors needing financial assistance. It is also the brainchild and financier for free yoga classes for cancer survivors, patients and caregivers on the campus at the CARTI Cancer Center facility. In addition to being an award winning news anchor and reporter for central Arkansas' Fox16 News at 5:30 p.m and 9 p.m, the 30-year television veteran also created a business model and launched her own company called Q-Impact, LLC. Through Q-Impact, she utilizes her skills in television news, marketing and different social media platforms. She is often asked to give Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES motivational speeches and emcee at various community events throughout the state. Donna has also performed duties for AETN, Arkansas' Public Television Station. Community service and volunteering are also a passion for Donna. She has served on several executive boards for nonprofit groups; the most recent include Woman and Children First Domestic Violence Facility, Arkansas' Susan G. Komen Breast Cancer Foundation and Ronald McDonald House. She has also performed duties as an Ambassador for the American Cancer Society traveling to Washington DC to speak to congressional members to help shape policies regarding cancer issues. Throughout her broadcast career, Donna has been honored with several awards, most recently earning an Emmy Award for her work as a news anchor. She also won the National American Legion Fourth Estate Award and an Associated Press Award for her special reports on Grieving a Child. She garnered two more Emmy Awards for her work bringing light to cosmetic surgery and breast cancer issues. She has been nominated for many other Emmy Awards including a story she did involving Arkansas’ Little Rock 9, a story she covered on her daughter’s battle with colon cancer and for her work as an anchor. Donna also earned an Associated Press Award for her story on the controversial patients’ Right To Die. Donna has a Bachelor of Applied Arts Degree in Broadcast and Cinematic Arts from Central Michigan University. She is a member of the National Association of Television Arts and Sciences, the National Association of Black Journalists and the Little Rock Chapter of The Links, Incorporated. Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Donna M. Mooney, PhD BS – Chemistry, BS / Computer Science MS / Computer Science PhD / Electronics and Instrumentation (primary focus / Biomedical Engineering) Post/Doc – Department of Pediatrics (Arkansas Children’s Hospital/University of Arkansas for Medical Sciences) Career Highlights / Experience: (Design, Programming and Implementation) • • • • • • • • • • • • • • • “Non/Invasive Human Fetal Heart Rate Monitor using Adaptive Signal Processing for the evaluation of Respiratory Sinus Arrhythmia”, involved NIH / NSF clinical trials Academic / Research appointment (UAMS / 14+ years) “Virtual Reality network for children with Post Traumayic Stress Disorder (PTSD) with Heart Rate Variability and EEG analysis”, involved NIH / NSF clinical trials “A statewide online network for CMS nurses / physicians for clinical guidelines for disabilities for Physical Therapy, Occupational Therapy, and Speech Therapy”, outcomes based appropriation of therapy (Guidelines/Policy) Natural Language Processing as a front/end for Medical Expert Systems (disambiguation of the English language using meta/analysis, star neighbor associations, probability analysis, and Roget’s Thesaurus) “ARIA” / online automation software for the Institutional Review Board process (submissions, revisions, tracking, for basic science and clinical trials / UAMS) “Faculty Online” / online promotion and tenure program, UAMS Nutrition Center – childhood obesity (prevention and intervention) and on the other end of the spectrum failure to thrive Delta Project – underprivileged children / families in the Mississippi, Arkansas, and Louisiana Delta (prevention and interventions) Center for Birth Defects Prevention – outcomes/based studies Federal government security algorithms “Edaptic”, an outcomes/based Electronic Health Record (interactive guidelines, demographics, scheduling, Laboratory, ePrescribing, and Radiology interfaces, CPOE, HHS CCHIT certification process), outcomes registries Dynamic Web/based Patient Entry – Cinapz (ICD/9 and ICD/10, Snowmed, …) Has written numerous peer reviewed articles, grants (NSF/NIH/USDA,…), editorials, professional presentations, guest lecturer, featured panelist, clinical trials, copyrights, trademarks Founder / CEO Secure Computing Solutions, Edaptic, and eAppSolutions, Inc Assets / Skills • • • • • • • • • • programming 21+ conventional computer languages (C, Java, Fortran, Assembler, .net, LISP, Prolog, Mumps, ..) customized web (all standard programming / scripting web languages) databases / Filemaker, Oracle, MS SQL, My/SQL, Sybase, Informix, DB2,……. HL7, XML, Web Services / interface development (ePrescribing, Lab, Radiology, ADT, Scheduling, CPOE, …., security hashing algorothms) EHR HHS CCHIT certification experience Guidelines, Outcome/based research, data/mining, statistical analysis Voice/recognition, programming / database development Natural Language Processing secure online database (tracking, reconciliation, messaging, ….) RFID, iBeacons, GeoFencing tracking Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES • biometric authentication algorithms Accolades For her PhD she developed a non/invasive fetal heart/rate monitor (many of the HP monitors today employ her algorithms). She created the entire instrument from design and fabrication of the board to the assembly and programming. She used adaptive signal processing to remove the maternal cardiac complex exposing the entire fetal cardiac complex. While working on this project, she was invited to collaborate with several cardiologists at Harvard. Many NIH trials were run looking at both structural and functional outcomes in the fetus. The significance of this is that a fetus could be studied very early in the pregnancy without having to have the existing technology that required “the water to be broken” and a fetal scalp electrode applied (within 24 hours of delivery). She continued this research this research with her Post/Doc and followed up on many of these children after they were born. After her post/doc, she was offered a faculty position at The University of Arkansas for Medical Sciences in the Department of Pediatrics. The Department is a partner of Arkansas Children’s Hospital. With her background she was fortunate to work on a diversity of projects. She worked with he “brain” group doing electro/physiologic studies on abused children with PTSD. She also worked with ACHRI Nutrition Center (one of a very few with Center status in the US) on a variety of childhood obesity outcomes/based interventions and prevention studies, as well as, failure/to/thrive children. Over the course of her career, Dr. Mooney is fortunate to be part of an elite programmer group. She collaborates with many colleagues around the world and has been invited by several large EHR companies to participate in talks about the future and how technology can influence medicine. She has been invited to be a part of “beta” test groups for software / hardware / device certifications. She specializes in integration and is working with several entities on new integration/ interface standards. She works with all type of groups to take data from multiple sources and make it useful and improve workflow efficiencies. “Connecting the dots ……..” Dr. Mooney utilizes the many tools at her disposal to seamlessly integrate with other systems (from single users to Enterprise). Regulated Industry Experience Agriculture or Horticulture Dr. Mooney’s family runs a large produce company in Little Rock and Hot Springs. Regulations and certifications are abundant in this arena as it all deals with “Food Safety”. A requirement in this area is you must be able to track exactly where the food came from as well as where it’s current location is in the food chain. Because of “food/ safety”, 24/hour surveillance is a big part of the check list and tracking algorithms. This controlled “Farm to Table” inventory control and tracking is very similar to the requirements for “Stem to Sale”. In addition to health department regulations, the FDA and USDA make frequent unannounced visits/audits. One of the main certifications from the USDA is Good Agricultural Practices (GAP) which is made up of seven divisions in the food chain. The bottom three deal with the farmers, the top 2 are comprised of grocery stores, etc. The produce company overlaps both of these groups (middle 4 levels). They deal with the local farmers (who have specialty and row/crop certifications) on a daily basis as well as the Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES industrial food brokers. They support “Arkansas Grown” every day and have a statewide distribution network (which has another set of regulations). Medicine In addition to the large medical/related regulatory body of work listed above, Dr. Mooney develops integrated solutions which move data bi/directionally between an application and the patient’s Electronic Health Record (EHR). She has also written complex certified medication prescription modules for Surescripts (the national prescription drug repository) and EHRs. She is a partner in Bespoke Health Media, LLC and has developed a patient education application “MDspoke” which allows for targeted guidelines/based patient education (procedure, test, and medication education) by their physician. It also provides common FAQs and Informed Consent that become a part of the patient’s medical record. Community Outreach Dr. Mooney’s passion is with The Twentieth Century Club. She participated in the club’s building and fundraising efforts for the Hope Lodge. The lodge has 22 suites for cancer patients and their caregivers and serves as their home away from home. Club members offer support by serving meals, visiting with the guests, having themed fun nights, and providing a place where support groups can aid in their health and well/being while receiving treatments in Little Rock. Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Joseph Courtright USA Drug Mr. Courtright was promoted in 2006 to his most recent position as President and CEO of USA Drug Stores. USA Drug was headquartered in Pine Bluff, Arkansas with corporate offices in Little Rock, AR. In 2012 USA Drug operated 132 corporate locations and 157 total pharmacy locations in eight states. In addition to USA Drug, the stores operated under the banners Super D Drugs, Med-X Drugs, Drug Warehouse and May’s Drug. It was the fourth largest retail pharmacy chain in the U.S. with 4,000 employees and revenue in excess of $825 million. The chain included compounding pharmacies. Some highlights during Courtright’s tenure include the following: • 71 retail pharmacy acquisitions. • 2010 - Orchestrated the sale of the Memphis, TN market of USA Drug and Ike’s Deep Discount to Walgreens. • 2010 - Purchased remaining shares of USA Drug owned by private equity firm Stephens, Inc. making USA Drug the largest privately held pharmacy chain in the US. Total valuation at purchase of $214M. • 2012 - Orchestrated the sale of USA Drug and seven subsidiary companies to Walgreens with a total purchase price in excess of $550 million. This represented a gain of $453M and an IRR of 30.3% during Mr. Courtright’s leadership. • Operated highly regulated industries with multi state licenses in pharmacy, DEA controlled substance distribution, alcohol, tobacco and cigarettes, underground gas, Eggs, Western Union, EBF (food stamps), Class VII Liquified Petroleum, Food and Lottery. Total licenses in excess of 1,000. SAJ Distributiors In addition, under Mr. Courtright’s leadership, USA Drug owned and operated SAJ Distributors in Pine Bluff, AR. SAJ distributes food, general merchandise, HBC and ethnic products as well as legend pharmaceuticals and DEA regulated controlled substances. Some points include: • State wholesale distribution licenses in 27 states. • 24,900 active unique Items warehoused for distribution supplying 1,000’s of retail customers including 106 in Arkansas. • 2,441 Legend (prescription) drugs and controlled substances actively distributing to 457 pharmacies. • Both the main warehouse and generic pharmaceutical warehouse were highly controlled, restricted access as well as monitored by 24-hour live and electronic security surveillance. • Prior to becoming CEO of USA Drug, Courtright began his pharmacy career 1989 as a pharmacist for May’s Drug Stores, Inc a 39 store pharmacy chain located in Tulsa, OK. Courtright became the Senior Vice President of Pharmacy and Information Technology. During this time period, the company expanded by 70 %. In 2003, May’s Drug Stores was named Pharmacy Chain of the Year by Drug Topics magazine. Additionally, in 2003, he designed and developed the first multi-location, multi-state, on-line secure inventory tracking system for pseudoephedrine and methamphetamine precursor products. He also served as the HIPAA Security officer. KPH Healthcare Current Member of the Board of Directors for KPH Healthcare located in Syracuse, NY. KPH is a national provider of pharmaceutical and health care services with complementary businesses in both the retail and commercial segments of the industry. The company is comprised of four divisions: Kinney Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Drugs, a chain of 100 full-service drug stores located throughout New York and Vermont; Health Direct Institutional Pharmacy Services, that services long-term care and alternative care needs; ProAct, Inc., a pharmacy benefit management company with sales offices throughout the country and a mail order pharmacy; and Noble Health Services, a specialty pharmacy that dispenses medications used to treat complex and chronic diseases. KPH has annual revenue over $1 billion and 3,000 employees. Associated Steel Group, LLC Current Member Board of Directors and owner of Associated Steel Group “ASG”. ASG is a steel building Manufacturing holding company with revenues of $125 million. The company owns Alliance Steel Inc. in Oklahoma City as well as ACI Building Systems located in Batesville, MS. The company previously owned AIM Metals, LLC located in Columbus, Ga. All three locations are solely focused on manufacturing of steel building and roofing products. NACDS Previous member of the Board of Directors of the National Association of Chain Drug Stores (NACDS). NACDS represents traditional drug stores, supermarkets and mass merchants totaling 40,000 pharmacies, 3.2 million employees including 178,000 pharmacies. CDC Former member of the Board of Directors Chain Drug Consortium (CDC). A consortium of eight of the largest regional retail pharmacy chains in the U.S. and Puerto Rico. Data-Rx Previous member of the Board of Directors of Data-Rx. DataRx provides Pharmacy Benefit Management solutions, Health Saving programs, and Pharmacy Technology services for insurance brokers, third-party administrators, employers, municipalities, HMOs, hospitals and pharmacy groups throughout the United States. Our House Current member of the Board of Directors for Our House, a charitable organization located in Little Rock, AR. Our House empowers homeless and near-homeless families and individuals to succeed in the workforce, in school, and in life through hard work, wise decision-making, and active participation in the community. It consists of two shelters and numerous outreach programs. In 2017, Mr. Courtright became the sixth ever recipient of the Distinguished Service Award from the University of Kansas, School of Pharmacy. Current Licensed Pharmacist in Kansas, Missouri, Oklahoma and Arkansas. Current training in Fraud Waste and Abuse as well as Security Awareness. Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Kathryne Deane Peck When children experience adult diseases and comorbidities at such a young age in their lifespan, it is not uncommon for their lives to spiral out of control. My great passion is helping children regain optimal health and successful weight management. Deane Peck’s expertise lies in educational, behavioral, development and publications of childhood obesity interventions to decrease and prevent the growing disease. She earned her certifications for Child and Adolescent Weight Management and Adult Weight Management Training from the Academy of Nutrition and Dietetics. Deane served as the grant manager for Arkansas Children’s Hospital over the Fitness Clinic an outreach program for obese children from 2001-2008. She has presented at local, regional and national conferences on topics related to bariatric surgery, prevention and treatment of childhood and adolescent obesity. She is a published journal author and Co-author of “Handbook of Obesity Intervention for the Lifespan”. Deane and her work with childhood obesity has been featured in Peoples magazine and in the documentary “RX for Survival: A Global Health Challenge”, produced by WGBH, Bill and Melinda Gates Foundation and Vulcan production and narrated by Brad Pitt. She is an experienced and active member of Solutions Institutional Review Board for research and evaluation. She is the CEO of Weight2Go, DBA Portionsizematters, since 2010. She is the creator and owner of the professional services patent U.S. No. D659,479. The patent is representative of the kid's portion plate, that is Trademarked (Reg. No.4,251,901), and sold on her website, Portionsizematters.com. She holds a masters degree in Nutrition and Dietetics from the University of Central Arkansas and is licensed by the state of Arkansas to practice dietetics. Deane Peck MS,RD,LDN Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Dr. Kelli Schlesinger Dr. Kelli Schlesinger offers specialized training in diagnosing, treating, and managing disorders of the brain and nervous system with an emphasis on patient comfort and care. My special interests are neuromuscular disease and headache Residency University of Arkansas for Medical Sciences Department of Neurology Medical Degree University of Arkansas for Medical Sciences Little Rock, AR Board Certified with American Board of Psychiatry and Neurology Honors Excellence in Patient Care 2008 Chief Resident, 2011 – 2012 Jess R Nickols Foundation Outstanding Resident Award 2012 Outstanding Chief Resident Leadership Award 2012 Memberships American Medical Association American Academy of Neurology American Association of Neuromuscular and Electrodiagnostic Medicine American Headache Society • Acupuncture training with Harvard. Provided non pharmacologic pain management options for patients who experience painful neurologic conditions. • Gave Presentation on limb girdle muscular dystrophy at Carrell Krusen neuromuscular symposium in Dallas, TX 2012 • Currenly resides on the board and as well as volunteers for the ALS in Wonderland Foundation and assists with the planning stages in hopes to open the first 24hr care center/home for ALS patients. • Volunteered in teaching medical students during their neurology rotations (with the motivation that more will consider a career in neurology), has also given lectures at UAMS all on volunteer basis. Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES • Volunteered in the UAMS and MDA (muscular dystrophy association) ALS clinic which occurs on Mondays. • Have Volunteered in and we help sponsor Paul Dunn Memorial Golf Classic Tournament --raises money for ALS research *I had a first cousin die of motor neuron disease at the age of 8yrs old (called spinal muscular atrophy which is very similar to ALS) which is why motor neuron disease is a very important cause. Additional References http://www.legacyneuro.com/ Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Robert DeBin Robert DeBin was born and raised in the Natural State. He attended high school at Little Rock Christian Academy, and after graduating in 2007 he went on to pursue his bachelor’s degree at the University of Arkansas at Fayetteville. There he received a bachelor’s degree in Entrepreneurship and Information Systems from the Walton School of Business. He started caring for plants at an early age working for his father’s landscape business from the time he was eight years old to the time he graduated from college. While at the University of Arkansas, Robert also received a Graduate Certificate in Enterprise Systems with a concentration in SAP Enterprise Resource Planning. Enterprise Resource Planning (ERP) Systems are used by almost all Fortune 500 companies and provide an integrated and continuously updated view of core business processes using common databases maintained by a database management system. At the beginning of his senior year of college, Robert accepted an internship with Agile Hub, a software startup that designs ERP solutions to foodservice distribution companies. ERP systems track business resources—cash, raw materials, production capacity—and the status of business commitments: orders, purchase orders, and payroll. The applications that make up the system share data across various departments (manufacturing, purchasing, sales, accounting, etc.) that provide the data. ERP facilitates information flow between all business functions and manages connections to outside stakeholders. ERP systems give real time views of data that enable companies to address concerns proactively, drive improvements, and help to ensure compliance. After graduating from college in 2011, while still interning at Agile Hub, Robert saw the need for a better solution for restaurant software systems. After some research, Robert decided to become a licensed distributor for the first iPad point of sale system designed for restaurants. In February 2013 Robert formed RockIT City Solutions, DBA CLU Solutions. CLU Solutions paired the growing point of sale business with networking, audio/video solutions and payment processing. CLU joined an Independent Sales Office for a merchant services provider and began offering customers affordable payment processing services with the options to integrate into the point of sale. Robert became licensed with the Payment Card Industry (PCI) Security Standards Council (SSC) as Qualified Integrator and Reseller (QIR). QIRs are authorized to implement, configure, and/or support validated Payment Application Data Security Standard (PA-DSS) Payment Applications on behalf of merchants or service providers for purposes of performing Qualified Installations as part of the QIR Program. The quality, reliability, and consistency of a QIR Company’s work provide confidence that the Payment Application has been implemented in a manner that supports the Customer’s PCI DSS compliance. In April 2015, Robert partnered with a group out of Louisiana and began offering iPad based retail. In January of 2016, CLU began offering IT consulting services to cannabis industry in Colorado. CLU has worked with medical marijuana point of sale providers, as well as advised dispensary operators and cannabis cultivators to help streamline their IT practices. While working in Colorado, Robert completed training for (and facilitated by) Metrc, the first all regulatory solution for cannabis. Metrc was deployed in December 2013 for the State of Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Colorado’s Marijuana Enforcement Division. Metrc supports marijuana regulations with technology to prevent and monitor drug diversions. To date, the system has registered over 20,000 users and tracked well over 5,000,000 plants and 3,800,000 packages. A Brookings Institute report on the implementation in Colorado states, “In many ways, the system is the backbone of Colorado’s regulatory structure governing legalized marijuana.” -John Hudak, Brookings Institute, July 31, 2014. Completed Metrc training: Advanced OPC/RMC (cultivation Metrc compliance), Advanced MIP/RMPMF (infused product Metrc compliance), Testing Only Metrc Training (testing process, how it works, and how to test properly), Advanced MMC/RMS (dispensary operation Metrc compliance). Since November 2016, Robert has been traveling between Little Rock and Denver, actively receiving training in medical cannabis cultivation with licensed producers in Denver. He holds an occupational support badge with the State of Colorado’s Marijuana Enforcement Division. Lic #: M57977. CLU Solutions now operates in four states, servicing 60+ clients. Robert has six years of experience configuring and implementing point of sale and inventory tracking systems for restaurants and retail stores. These solutions maintain real-time view of available inventory, and utilize matrix inventory to proactively restock inventory to maintain ideal levels. Robert’s deep understanding of point of sale and inventory tracking combined with his experience and training in seed to sale tracking software for medical marijuana will be a valuable resource for NSM, by helping to establish best practices for compliance related to using whichever software platform the ABC chooses. Enrolled in the Graduate School’s Executive MBA Program at the University of Arkansas Little Rock. NESA Eagle Scout Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Scott Schlesinger MD FACS Dr. Schlesinger is a lifelong Arkansan. He was born in Little Rock and lived in Hot Springs from the early 1960’s until 1978. He then attended UA from 1978-82 and UAMS 1982-86. He has been in practice in Neurosurgery in Little Rock for 25 years. Dr. Schlesinger is a nationally recognized neurosurgeon who founded Legacy Spine & Neurological Specialists. The group is a multidisciplinary practice of neurology and neurosurgery specialists that diagnose and treat acute and chronic spine pain, Alzheimer’s and other forms of dementia, ALS, severe spinal arthritis, Tourette’s, Seizure disorders, Severe muscle spasm disorders including Torticollis and other surgical and medical disorders of the brain and spine. Their treatments include Botox injections, spinal injections for intractable acute and chronic spinal and nerve pain, spinal cord stimulators and spinal and brain surgery procedures for numerous disorders of pain and other neurological disorders. He founded and is the Medical Director and CEO of the very successful Ambulatory Surgery Center- Legacy Surgery Center. He is the co-developer of one of today’s most advanced minimally invasive spine operations- the MIG-LIF Procedure. Since 1992, Dr. Schlesinger has been integral in the national and international development of outpatient and minimally invasive spine surgery techniques. He also specializes in Trigeminal Neuralgia. Trigeminal neuralgia, also known as tic douloureux, prosopalgia or the “suicide disease” is a chronic intractable cranial nerve pain disorder described in the medical literature as “the most excruciating pain known to humanity”. The ambulatory surgery center, Legacy Surgery Center, is a 24 hour a day, 365 day a year business that manages numerous controlled substances including narcotics, benzodiazepines and anesthetic agents and requires full time oversight, management and security for such. His practice and surgery center employs and manages approximately 50 full time employees under the Center of Medicare Services (CMS) highly regulated federal “Conditions of Coverage” rules and treats approximately 3000 patients a year. They are responsible for extensive compliance programs and undergo repeated state and federal reviews including credentialing from the Department of Health and CMS every 2-4 years. He is responsible for extensive secure inventory tracking and control of medical supplies and medications including controlled substances at the surgical center. His business responsibilities as the CEO and CMO (Chief Medical Officer) at Legacy Surgery Center includes yearly budget and business planning and financial oversight that have to be submitted to state and federal agencies as part of accreditation and re-accreditation with the Arkansas Department of Health and CMS. His management experience with the Legacy Spine and Neurological Specialists’ medical practice as well as the ASC also involves a highly regulated Compliance Program. He has been actively involved in legislative affairs in Arkansas including his instrumental role in the expansion of access to care for Medicaid patients to ASC care via Act 1352 of 2013 and 1236 of 2015. He was also actively involved with the 2017 Legislative Act 820 regarding the Prescription drug monitoring program. Dr. Schlesinger was selected by the President of the American Association of Neurological Surgeons Dr. Hunt Batjer to serve on the organization’s joint committees for the national Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES association and as a representative for the state of Arkansas on the State Societies of Neurological Surgeons. Dr. Schlesinger graduated as the top graduate of the Fulbright College at the University of Arkansas in 1982 with numerous honors and was actively involved in student government and leadership. He graduated from UAMS in 1986 with highest honors as well. After completing neurological surgery training at Parkland Hospital- UTSW in Dallas, Dr. Schlesinger returned to Little Rock where he has been in practice since 1992. Dr. Schlesinger and his family’s philanthropic support of the state and community have been extensive including generous educational, civic and religious donations of time and financial contributions. He has been instrumental in the support of the education of our medical students and residents benefiting generations of patients now and in the future. Dr. Schlesinger has also been a strong supporter of the state’s economic growth and development through numerous investments in various Arkansas businesses and commercial real estate. Dr. Schlesinger’s family owned and operated one of the nation’s most successful aluminum alloy manufacturing-recycling businesses- Arkansas Aluminum Alloys in Hot Springs for many years. His personal investments in Arkansas include the growth and production in the Arkansas timber industry. BOARD Board Certified by the American Board of Neurological Surgery FELLOWSHIP Centre Hospitalier Universitaire Vaudois, Lausanne, Switzerland GENERAL SURGERY INTERNSHIP University of Texas Health Sciences Center, Parkland Hospital, Dallas, TX NEUROSURGERY RESIDENCY University of Texas Health Sciences Center, Parkland Hospital, Dallas, TX MEDICAL DEGREE University of Arkansas for Medical Sciences, Little Rock, AR VOTED Top 10 Neurological Surgeon Specialist by Vitals AR Times 2010 Best Neurosurgeons Best 2014 Little Rock Surgeon 2016 Innovation Hero for the MIG-LIF Procedure AY's 2016 Best Healthcare Professionals Vitals 2016 Patient's Choice Award Vitals 5-Year Honoree, Patient's Choice Award Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Stephen Lee LaFrance, Jr History Stephen is a proud, lifelong Arkansan. He was born and raised in Pine Bluff and currently resides in Little Rock. Stephen graduated from the University of Arkansas in 1993 with a degree in Finance. He began his career at USA Drug, a small drug store chain and wholesale business owned by his father. In 1994, Stephen started the company's wholesale drug division which grew to provide wholesale drug services to several thousand pharmacies in 30 states. Most recently, Stephen served as Executive Vice President of the company with responsibility for finance, accounting, real estate, and mergers and acquisitions. USA Drug owned and operated 6 drug stores when Stephen joined the company in 1993. Beginning in 1995, Stephen developed the company’s acquisition strategy to purchase and consolidate independent drug stores and small chains into the USA Drug family of companies. Since that time, Stephen has led the following chain acquisitions: • In 1997, USA purchased a 97-store chain headquartered in Memphis, TN. The stores operate under the banners Super D Drugs and Ike’s Deep Discount, and are located throughout Mississippi, Tennessee, Missouri and Arkansas. • In 2004, USA purchased a 43-store chain headquartered in Tulsa, OK. The stores operate under the banners May’s Drug and Drug Warehouse and are located in metro Tulsa and surrounding communities. • In 2004, concurrent with the May’s acquisition, USA purchased a 22-store chain also headquartered in Tulsa, OK. The stores operate under the banner Med-X Drug and Drug Mart and are all located in metro Tulsa. After the May's and Med-X acquisitions, Stephen led the company's strategy to purchase independent pharmacies in the 6 states where USA Drug operated at the time: Arkansas, Kansas, Mississippi, Missouri, Oklahoma and Tennessee. Prior to its sale to Walgreens in September 2012, USA Drug was the 6th largest drug store chain in the United States, as well as the largest privately-owned pharmacy chain, with 157 total pharmacies. After the sale of the family business to Walgreens, the LaFrance siblings formed a private wealth management office, Dale Capital Partners, Inc., with Stephen as a main Principal officer and owner. In addition to his role at USA Drug, Stephen was the founder, President and CEO of 6 corporations which owned and operated 32 drug stores located in 5 states. All of these stores were separate and apart from USA Drug and operate in markets outside of the USA Drug trade territory. In the aggregate, these stores produced over $200mm in annual revenue at the time of sale. While orchestrating the rapid growth of USA Drug, Stephen and his brother Jason also formed LAF Bros to own and manage commercial real estate investments. Currently LAF Bros owns over 30 properties expanding into at least 7 different states. Philanthropic/Boards: Stephen is a founding investor and current board member of Greenwoods State Bank, which is headquartered in Lake Mills, WI. Greenwoods State Bank is a State chartered community bank and is the first community bank in the United States to specialize in lending to the independent pharmacy industry. Stephen is the founder of and was on the board of directors for the Arkansas Junior Tennis Foundation until June 2017. The foundation was organized for charitable, educational, and fostering of national or Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES international amateur tennis competitions for the state of Arkansas. Every year they hold an ATF Southern 16’s level tennis tournament in the state of Arkansas. Stephen and his family hosted and ran the JDRF Little Rock chapter walk for several years. In 2011, he personally lead the walk and raised $355,000 in revenue for the Arkansas chapter that year. While at USA Drug, Stephen and his family hosted an annual Golf Tournament to raise money for local Arkansas charities. They formed a foundation with the proceeds and Stephen was on the board until they closed it down after the sale of the USA Drug stores in 2012. The USA Drug foundation was formed in 2008 and averaged over 450k in charitable donations each year. Stephen and his family are lifelong supporters of the Arkansas Razorback Foundation. Since Stephen graduated college they have been high level donors and supporters in trying to give back to their University of Arkansas heritage. Application Merit Contributions: 1. Stephen was an owner and manager of STAMJA-LP WABBESEKA FARM.LLC This LLC \ owned 712 acres of farmland with 653 acres that were tillable real estate. Known as the Diantha West Farm, the crops they cultivated and sold were rice and soybeans. Their primary customer was Riceland Inc. located in Stuttgart, AR. This was sold in 2014. 2. Stephen is currently an owner in AG Resources II, LLC. They own farmland and cultivate and sell soybeans and wheat to Riceland Inc. as well. Soybeans are the main crop. Stephen has been an owner in this LLC since 2012. 3. Stephen was an owner in AG Resource, LLC that owned farmland and cultivated and sold Wheat, Rice, and Soybeans. He and his wife were owners from 2008 to 2011 when they sold their interest to Hamper Farm, LLC. 4. Stephen is an owner of a timber farm, Yo Eleven Enterprises, LLC. They grow trees on property in Sheridan, AR for harvesting every few years. Stephen has been an owner since 2006. 5. Prior to moving to Pine Bluff to start his first pharmacy, Stephen’s father grew up farming and helping to maintain the family owned pepper farm. Knowing how important those years were to his dad, Stephen has invested in and owned several farming ventures throughout his life and continues to hold this lifestyle dear to his heart. 6. Stephen is a current owner in a steel manufacturing company called Associated Steel Group “ASG”. ASG is a steel building Manufacturing holding company with revenues of $125 million. The company owns Alliance Steel Inc. in Oklahoma City as well as ACI Building Systems located in Batesville, MS. The company previously owned AIM Metals, LLC located in Columbus, Ga. All three locations are solely focused on manufacturing of steel building and roofing products. Additional References: An article on the sale of the family pharmacy chain to Walgreens in 2012: http://www.wsj.com/articles/SB10001424052702304141204577508520110758742 A link to one of the many current Real Estate funds that Stephen and his family help manage and fund. http://www.tempusrealty.com/ Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Susan D. Williams Experience Independent Business Owner Pathology Partners, Little Rock, Arkansas 2008- Currefll Founder of Pathology Partners Developed operational plans and marketing strategies Maintain client accounts by tracking data, personnel information, inspections, audits, and national, local and state policy changes Provide management support to lab personnel and ensure adequate resources Oversee developments and design changes for lab sites Director of Special Projects Pacific Coast Management, Little Rock, Arkansas 2006 - Current Work across departments throughout the companies to identify needs and opportunities for growth and development Developed new operational plans and new marketing strategies Serves as the link between physicians, staff and management Worked with marketing firms to implement new marketing strategies to promote the clinics and health care outreach Oversee new developments and design changes for buildings and tenants Education and Certifications University of Arkansas at Fayetteville Bachelor of Arts in Housing and Interior Design, 1981 Internship at Cromwell Architect Firm, 1982 Arkansas Department of Education Teaching Certification, 1994 Dumas High School Diploma, 1977 VOLUNTEER ACTIVITI ES Arkansas Baptist College Shor/er College liu/e Rock Public Schools Arkansas Medical Dental and Pham,aceutical Association Auxiliary Member Natural State Medicinals Cultivation Referenced From Sec E, Page 10 Schedule 1 State Of Arkansas Cultivation Application Exhibit 1.1 EXHIBIT 1.1 OWNERSHIP TEAM BIOGRAPHIES Wendy Perdue LaFrance History: Wendy Perdue LaFrance was born and raised in Pine Bluff and currently resides in Little Rock with her husband of 24 years, Stephen LaFrance, Jr., and their daughter. She graduated from the University of Arkansas with a degree in Early Childhood Education. She taught grade school at Pine Bluff public schools for a total of nine years with the majority of time teaching at Forrest Park Elementary School from 1991 to 1997. Presently Wendy is a stay at home mom and home schools their daughter. Philanthropic/Boards: Wendy volunteered at Episcopal Colligate School for several years while her daughter attended school there. Being a kindergarten teacher for nine years in Pine Bluff, lead to her passion for helping teachers in her free time. Wendy along with Stephen and their family hosted and ran the JDRF Little Rock chapter walk for several years. Application Merit Contributions: 1. Wendy was an owner in AG Resource, LLC that owned farmland and cultivated and sold Wheat, Rice, and Soybeans. She and her husband were owners from 2008 to 2011 when they sold their interest to Hamper Farm, LLC. 2. Wendy also owned LaFrance Farm and Ranch, LLC from 2008 to 2015. Her LLC owned Woodruff County Farmland in Arkansas. It also cultivated and sold Wheat, Rice, and Soybeans. Additional References: An article on Wendy by Little Rock Soiree in 2011: http://www.littlerocksoiree.com/post/26372/wendylafrance-on-why-we-walk Natural State Medicinals Cultivation Referenced From Sec E Page 10 State Of Arkansas Cultivation Application Schedule 1 Exhibit 1.2 EXHIBIT 1.2 - ADVISORY TEAM BIOGRAPHIES Andrew Salini Mr. Andrew Salini is a Princeton graduate. He has experience as a strategist and portfolio manager at EMF, a fixed income hedge fund with $500 million AUM from 2011- 1014. Andrew also worked for 5 years as an investment banker at Deutsche Bank and later Credit Suisse. He also oversees the operations of three cannabis cultivation facilities and four dispensaries in Colorado for High Country Healing, an industry leader both in Colorado and in the United States. High Country Healing has won numerous awards for its cultivated cannabis using proven USDA organic methodologies. It known has revenues total $10+ million between all of its cultivation and dispensary facilities. High Country Healing prides itself on being socially responsible, forward thinking with patient friendly branding. More specifically, High Country Healing has developed a color labeling program for specific chemotypes which will be used by NSM to further develop its own medicinal identification and classification program for patients in Arkansas. Andrew will be relocating to Arkansas to supervise all aspects of the production of our product. His experience includes years of founding and operating legal cannabis cultivation facilities in Colorado. 1 Natural State Medicinals Cultivation Referenced From Sec E Page 10 State Of Arkansas Cultivation Application Schedule 1 Exhibit 1.2 EXHIBIT 1.2 - ADVISORY TEAM BIOGRAPHIES Harry E. (“Bud”) Cummins III Bud Cummins is an attorney who has been licensed in good standing in the State of Arkansas since 1989. His law practice is conducted through a legal entity known as “Law Offices of Bud Cummins, PLC.” Cummins served as a federal law clerk to a U.S. Magistrate Judge and later to the Chief U.S. District Judge for the Eastern District of Arkansas. He once served as Chief Legal Counsel to Governor Mike Huckabee, and later served as the presidentially appointed United States Attorney for the Eastern District of Arkansas from 2001 to 2006. Much of the balance of his career has been invested in the private practice of law, specializing in compliance, internal investigations, litigation, and federal criminal defense. Cummins is rated AV Preeminent by Martindale Hubbell. Cummins graduated from the University of Arkansas in 1981 with a degree in finance and real estate. He earned his JD from the University of Arkansas at Little Rock (now Bowen School of Law) in 1989. 2 Natural State Medicinals Cultivation Referenced From Sec E Page 10 State Of Arkansas Cultivation Application Schedule 1 Exhibit 1.2 EXHIBIT 1.2 - ADVISORY TEAM BIOGRAPHIES Frank Groves, Ph.D. Frank Groves is a member of the Board of Directors of Natural State Medicinals serving in the role of Director of Agriculture and Genetics. Frank holds a Ph.D. in Plant Breeding and Genetics from the University of Arkansas and brings to this position over twenty years experience in the field. Frank began his career in agriculture as a researcher with the University of Arkansas in 2000 after having served six years in the Arkansas Army National Guard, including one year of active duty in Iraq during Operation Desert Storm. Frank conducted small plot research and technology transfer to growers and county extension agents across Arkansas until 2007 during which time he completed an M.S. in Agriculture with a focus on Weed Science. While working for the University of Arkansas, Frank was awarded a Cotton Incorporated Fellowship in support of his doctoral research. He completed his Ph.D. in plant breeding and genetics in 2010. Frank then joined Monsanto Global Cotton Breeding, where he rapidly ascended to leadership and oversaw the development of a global cotton-breeding pipeline between the U.S., India and Brazil. In 2016, Frank launched an 80-acre start-up farm focused on the development of sustainable and innovative produce farming practices in the Arkansas Delta. After finding success with these products in a local market, Frank formed Benson Creek Produce, LLC in 2017. Benson Creek Produce is a 400-acre operation that has earned regional recognition as a premium brand in the market. Professional Contributions Published Lead Author of two Peer Reviewed Journal Articles Arkansas State Plant Board – Advisory Role Arkansas Crop Protection Association – Vice President Certified Crop Adviser 2004 – 2012 3 Natural State Medicinals Cultivation Referenced From Sec E Page 10 State Of Arkansas Cultivation Application Schedule 1 Exhibit 1.2 EXHIBIT 1.2 - ADVISORY TEAM BIOGRAPHIES Josh Risley In 2005, during his junior year studying history and philosophy at Clemson University, Josh Risley created and founded his first entrepreneurial venture, the band PictureMeFree. Within a year, PMF was signed to an independent record label out of Athens, GA and spent the next few years touring and performing original music full time. During this time, Josh set the strategic vision, managed, organized, marketed, and grew the band from an unlikely idea, into a thriving small business that provided full-time employment for 7 people, for 5 years. During these years of touring, Josh had countless opportunities to meet, converse, and learn from interesting people from all walks of life, across the United States, including some of his musical heroes, like Blues Traveler, The Marshall Tucker Band, and Eddie Money, among others. Although Josh dreamed the band would last to his retirement, due to irreconcilable differences between some members, the band/company was not able to continue and ended prematurely after 6 fast- paced, successful, and enlightening years. Shortly after the band's end, Josh received a fortuitous opportunity to move to Colorado with a college friend who had just purchased a house in Denver and needed help paying the mortgage. Having already witnessed Colorado's rich music scene and the rapidly emerging Cannabis economy in previous years of touring, Josh jumped at the potential opportunity to be a part of them both, and he made the move to CO in late summer of 2011. Within a few months of moving to CO, Josh was working 5 part-time jobs that were challenging, enriching, and rewarding: (1.) Teaching vocal lessons at the Boulder School of Rock (2.) Landscaping for internationally renowned architect David Levitt (3.) Trimming Cannabis all over the state of CO for Colorado Harvest Company (4.) Making Cannabis concentrates for the two largest medical dispensaries in Colorado as an independent contractor (5.) Solo operating 2 medium sized Cannabis gardens for a Colorado medical caregiver with 20 patients. In December 2013, Josh was hired by the School of Rock corporation to be the Boulder location's full time general manger. The Boulder school had not been profitable in the 5 years since its opening. Within two months of Josh taking over the GM position, the Boulder school achieved 5-figure net monthly profitability, and after six subsequent months of steady growth, in July 2014, Josh was hired to also manage the Broomfield School of Rock. In June of 2015, the owner of the aforementioned School of Rock franchises asked Josh to start a Cannabis company in exchange for equity and full operational and administrative control of the proposed company as its CEO. Josh accepted this opportunity and transitioned to a consulting position with the schools of rock while he began building the team and brand of Cannabis Maximus from "just another Cannabis idea," to a profitable, well regarded, and licensed Cannabis concentrate manufacturer. During this time, Josh was responsible for creating the brand, hiring all personnel, reading, learning, and communicating the Colorado Retail Marijuana Code to employees, partners, and clients, interfacing with government representatives to ensure the compliance of the laboratory's construction and the compliance of all laboratory and product SOP’s, setting the strategic vision for Cannabis Maximus, setting management goals, supplying the organizational tools to facilitate team success, acquiring a Colorado Marijuana Enforcement Division retail manufacturing license, and acquiring all applicable building and business permits for a Cannabis concentrates manufacturing facility in Aurora, Colorado. 5 Natural State Medicinals Cultivation Referenced From Sec E Page 10 State Of Arkansas Cultivation Application Schedule 1 Exhibit 1.2 EXHIBIT 1.2 - ADVISORY TEAM BIOGRAPHIES Josh Risley The laboratory Josh and his team designed and ultimately built meets FDA clinical standards, as well as achieving the pinnacle of OSHA safety compliance (Class I Division I) to ensure it will withstand the ever tightening regulations around light hydrocarbon Cannabis extractions, no matter how restrictive they may become. Throughout this process Josh has done copious amounts of research on the science, politics, safety, and business of Cannabis concentrates, including extensive communication with leading industrial hygienists, engineers, architects, chemists, lawyers, local and state police, and local and state fire departments, none of which had ever built a Class 1 Division 1 Cannabis extraction facility before Cannabis Maximus's. Because no other Cannabis extraction laboratories in Colorado, or anywhere else that we are aware of, had previously been built to this standard, Cannabis Maximus helped pioneer the process for true Class I Division I Cannabis extraction processing in Colorado, the United States, and ultimately the world. After successfully navigating CM through this formidable process, Josh learned how to design, construct, and operate a safe, efficient, and technologically cutting edge light hydrocarbon Cannabis extraction facility that represents Cannabis extraction processing in a safe, scientific, and professional manner. Cannabis Maximus's manufacturing and sales operations began with practically no budget as a new and unknown brand. Within 8 months of opening operations, Cannabis Maximus now consistently grosses between $100,000 - $120,000 of revenue every month, has grown from 5 to 20 employees, is sold in over 40 CO retail dispensary locations, and is recognized as one of the premier concentrate brands in Colorado. 6 Natural State Medicinals Cultivation Referenced From Sec E Page 10 State Of Arkansas Cultivation Application Schedule 1 Exhibit 1.2 EXHIBIT 1.2 - ADVISORY TEAM BIOGRAPHIES Lance Huey Lance is 53 years old and lives in Sheridan, Arkansas. He has two children, Emma (19), a sophomore at Arkansas Tech University, and Ethan (17), a junior at Sheridan High School. Lance was born and raised in northeast Arkansas where he graduated from Wynne High School in 1982. He holds a Bachelor of Science Degree (Organizational Management) from John Brown University. Lance enlisted in the United States Marine Corps in 1983 and served for 7 years. He served overseas in Japan, Philippines and Korea. He attained the rank of Sergeant (E-5) and was honorably discharged in November 1990. Lance was hired by the Arkansas State Police (ASP) in January of 1991 and was assigned to the Highway Patrol Division, Troop C, Blytheville, Arkansas. He patrolled Mississippi County as a Trooper for 6 years prior to being transferred to Troop K, Grant County, in 1997. Lance was promoted by the ASP to the rank of Sergeant in 1999 and worked as the supervisor of Troop K, Post 3 for 7 years. During his tenure as a Trooper, Lance was elected to a seat on the Grant County Quorum Court where he represented the citizens of District 1 for two terms (2003 through 2006). He served on the county’s budget committee and the buildings/grounds committee. Lance was elected Sheriff of Grant County in 2006. He left the Arkansas State Police on December 31, 2006 and was sworn in as Sheriff on January 1, 2007. He was re-elected in 2008 and served as Sheriff for two terms before resigning in 2009. While serving as Sheriff, Lance was asked to become part of the state’s new Arkansas Lottery Commission which was voted into law by the citizens of Arkansas in 2008. He was hired as the very first Director of Security for the Arkansas Scholarship Lottery in July of 2009. He served in that position for 5 years until his retirement from state/county government in June 2014. Since retiring, Lance has focused on his business, Sheridan Insulators - a company he has owned for twenty years - as the owner/operator. His company installs insulation into new/existing residential and commercial structures. Over his career, Lance has completed over 1400 hours of police training. His accomplishments in law enforcement include his graduation from the Arkansas Law Enforcement Training Academy, Arkansas State Police Troop School (where he was elected class speaker), the Arkansas Leader’s Program, and the prestigious National Sheriff’s Institute (where he was voted class speaker). He has served on state committees as well as national committees, including the National Sheriff’s Association’s Training Committee. In the past, Lance has served his local community as a member of the Sheridan Rotary Club and the local United Way Advisory Committee. 7 Natural State Medicinals Cultivation Referenced From Sec E Page 10 State Of Arkansas Cultivation Application Schedule 1 Exhibit 1.2 EXHIBIT 1.2 - ADVISORY TEAM BIOGRAPHIES Terence Fitch Terence Fitch has served as a member of the Board of Directors of MassRoots since 2015, a publicly traded entity that manages the premier social network for the cannabis community. As of June 2017, it had an estimated 1 million users. In the same year that he joined MassRoots’ BOD, Mr. Fitch invested in and became CEO of Super Farm, LLC of Denver, Colorado, an operation that cultivates over 12,000 pounds of cannabis annually and employs over 65 persons. Mr. Fitch is a seasoned corporate executive with over 30 years of marketing, sales, finance, manufacturing, supply chain, media, and supervisory experience gained in the highly competitive and regulated beverage industry. After obtaining his undergraduate degree in 1982 in marketing and finance from Arizona State University, Mr. Fitch began his career as a management trainee in the beverage industry. He quickly rose through the ranks to lead Coca Cola’s overall operations in Arkansas. Known as a keen leader, Mr. Fitch subsequently was recruited by Coca Cola Enterprises, a marketer, producer, and distributor of Coca Cola products, where he spent 18 years in senior management, first from 1994-1998 as the Regional Vice President of Sales and Marketing of the Gulf States, then ascending for 4 years to serve as Division Vice President and General Manager, and finally for 6 years as Senior Vice President and General Manager of the Western Region, responsible for a team of 13,500 sales, strategy, marketing, operations, manufacturing, supply chain, and analytical professionals, and accountable for annual sales in excess of $4.2 billion. Throughout his tenure in this role, Mr. Fitch was responsible for ensuring his facilities’ and staff’s compliance with rules regulating the production of food products, where he compiled an unblemished record of success. Following Coca Cola’s acquisition of Coca Cola Enterprises, which had operated independently of Coca Cola, Coca Cola Enterprises was renamed Coca Cola Refreshments, and Mr. Fitch continued with that company for 3 years as Senior Vice President and General Manager of the Western Region. Thereafter, Mr. Fitch elected to begin a new chapter in his career, departing Coca Cola Refreshments to found Drink Teck, LLC in 2013, where he has served as its Chief Executive Officer since that time. Drink Teck LLC is a functional beverage company that uses liposome technology to cost-effectively formulate drinks for the consumer health and wellness sector. Throughout his career, Mr. Fitch has shown the highest regard for the operational and ethical responsibilities that come with leading organizations. The latter was instilled in him in his early years as he rose to the rank of Eagle Scout within the Boy Scouts of America, and he has proudly upheld its traditions of honesty and integrity in his business life. Mr. Fitch has also continued the Boy Scouts’ commitment to community service, serving as a member of the Board of Directors of the Harold Pump Foundation, which raised over $9 million in nine years for cancer research as well as helped develop a free mammogram program for underprivileged inner-city women, of C-5 Youth Foundations, which raised over $1 million annually (for a total in excess of $15 million) to mentor and develop firstgeneration, college-bound teens from the inner city, including sending over 1,000 teens to summer camp for 3 months of leadership training, of the USC Food Management Council, where Mr. Fitch was integrally involved in developing the curriculum for food management courses at USC principally focused in Six Sigma training, and of the Coca Cola Scholars Foundation, which offers college scholarships to exceptional high school students dedicated to leadership, service, and action that positively affects others. Mr. Fitch’s extensive experience operating in the highly regulated industry of beverage manufacturing, where because of the ingestible nature of the products the utmost care must be taken to ensure consistency, quality, and safety is achieved each and every day with respect to every detail of every product, ideally qualifies him to lead this company devoted to the cultivation, growth, and sale of medicinal marijuana. Both endeavors require the leadership, compliance with and respect for the governing bodies and regulations, and integrity that have been hallmarks of Mr. Fitch’s business career. 8 Exhibit 1.3 8 " 2EFEREN ED ROM 3E % 0A E 3 ED LE , ,3.2.$ "2 !G*@8 F;$=H+A9= $ " F;;9=L $ " 2BF;;9= F;;9 =9 $AA F;$=H-A9= F;$=H+A9= $ " $ " F;;9=M NF;;9? F;;9= $ " F;;9=. $ " F;;9=D $ " F;;9=D 0$A $; 0$A $; $ " F;;9=D $ " F;;9=D $ " F;;9=D $ " F;;9=D Natural State Medicinals Cultivation State Of Arkansas Cultivation Application Exhibit 1.99 EXHIBIT 1.99 SHERIFF ENDORSEMENT Referenced From Section E Schedule 1 Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application EXHIBIT 2.99 FIRE CHIEF ENDORSEMENT Schedule 2B Exhibit 2.99 Natural​ ​State​ ​Medicinals​ ​Cultivation State​ ​of​ ​Arkansas​ ​Cultivation​ ​Application Exhibit​ ​3.9 Referenced​ ​From​ ​Section​ ​E Schedule​ ​3 EXHIBIT​ ​3.9​ ​NSM​ ​ADDITIONAL​ ​HIRING​ ​CRITERIA In​ ​order​ ​to​ ​be​ ​hired​ ​by​ ​NSM,​ ​all​ ​staff​ ​must​ ​be​ ​at​ ​least​ ​twenty-one​ ​(21)​ ​years​ ​of​ ​age​ ​and​ ​pass​ ​a recurring​ ​background​ ​check​ ​and​ ​reference​ ​check.​ ​Each​ ​staff​ ​member​ ​will​ ​provide​ ​proof​ ​of eligibility​ ​to​ ​work​ ​in​ ​the​ ​United​ ​States.​ ​Anyone​ ​whose​ ​criminal​ ​history​ ​check​ ​causes​ ​the individual​ ​to​ ​be​ ​unfit​ ​will​ ​not​ ​be​ ​hired,​ ​or​ ​will​ ​be​ ​let​ ​go​ ​(if​ ​ ​a​ ​recurring​ ​background​ ​check identifies​ ​any​ ​current​ ​employee​ ​of​ ​having​ ​criminal​ ​activity).​ ​Only​ ​individuals​ ​who​ ​are​ ​highly qualified​ ​to​ ​perform​ ​their​ ​prospective​ ​job​ ​responsibilities​ ​are​ ​eligible​ ​for​ ​employment.​ ​The Human​ ​Resources​ ​Manager​ ​will​ ​ensure​ ​all​ ​employees​ ​meet​ ​required​ ​qualifications, experience,​ ​background,​ ​and​ ​educational​ ​credentials​ ​to​ ​carry​ ​out​ ​the​ ​duties​ ​of​ ​their​ ​assigned job.​ ​In​ ​accordance​ ​with​ ​RR​ ​19.2,​ ​NSM​ ​will​ ​provide​ ​a​ ​prospective​ ​employee​ ​with​ ​a​ ​completed Notice​ ​of​ ​Intent​ ​to​ ​Hire​ ​form​ ​for​ ​submission​ ​to​ ​the​ ​Division.​ ​The​ ​prospective​ ​employee​ ​will not​ ​perform​ ​any​ ​duties​ ​until​ ​their​ ​Registry​ ​Identification​ ​Card​ ​has​ ​been​ ​issued​ ​by​ ​the Division. Within​ ​90​ ​days​ ​of​ ​starting​ ​work​ ​for​ ​our​ ​facility,​ ​every​ ​employees​ ​will​ ​be​ ​required​ ​to​ ​take​ ​and pass​ ​the​ ​two-hour​ ​training​ ​course​ ​developed​ ​and​ ​administered​ ​by​ ​the​ ​Arkansas​ ​Department​ ​of Health.​ ​Employees​ ​who​ ​have​ ​not​ ​completed​ ​the​ ​required​ ​training​ ​within​ ​the​ ​initial​ ​90-day period​ ​of​ ​employment​ ​will​ ​not​ ​be​ ​eligible​ ​to​ ​work​ ​until​ ​training​ ​has​ ​been​ ​successfully completed.​ ​As​ ​per​ ​RR​ ​8.2,​ ​any​ ​employee,​ ​supervisor,​ ​or​ ​agent​ ​employed​ ​must​ ​have​ ​a​ ​current Registry​ ​Identification​ ​Card​ ​issued​ ​by​ ​the​ ​Arkansas​ ​Alcoholic​ ​Beverage​ ​Control​ ​Division​ ​on their​ ​person​ ​at​ ​all​ ​times​ ​while​ ​at​ ​the​ ​NSM​ ​cultivation​ ​facility. 1 Natural State Medicinals Cultivation State Of Arkansas Cultivation Application Referenced From Section E Exhibit 3.10 Schedule 3 EXHIBIT 3.10 STAFFING STRUCTURE EXHIBIT​ ​3.10​ ​ ​NSM​ ​STAFFING​ ​REQUIREMENTS General Manager​- The General Manager will work with the Board of Directors, the Business Advisory Board, and the Medical Advisory Board to provide leadership in achieving NSM’s vision, mission, strategy, and annual goals. The General Manager will work with and oversee NSM’s personnel to grow the company, strengthen it, and ensure its continued sustainability. The General Manager will represent NSM as required, including attendance of important functions, industry events, and public meetings. Additional duties will include: working closely with the Controller to prepare annual budgets, complete risk analysis on potential investments, and advise the Board of Directors with regard to investment risk and return; working closely with the General Manager and Human Resources Manager regarding hiring practices, payroll and benefit disbursement; overseeing quality control throughout the company; and establishing goals​ ​for​ ​each​ ​department​ ​in​ ​partnership​ ​with​ ​the​ ​General​ ​Manager. Terry Finch, General Manager - Terry is a seasoned corporate executive with over 30 years of marketing,​ ​sales,​ ​finance,​ ​manufacturing,​ ​supply​ ​chain,​ ​media,​ ​and​ ​supervisory​ ​experience in the highly-competitive and -regulated beverage industry. After obtaining his undergraduate degree in 1982 in marketing and finance from Arizona State University, Mr. Finch began his career as a management trainee in the beverage industry. He quickly rose through the ranks to lead Coca-Cola’s overall operations in Arkansas. His vast experience in creating standard operating procedures (SOPs) has translated into the marijuana cultivation industry. Terry is the CEO of Super Farm, LLC, of Denver, Colorado, an operation that cultivates over 12,000 pounds of cannabis annually and employs over 65 people. Given his experience in both highly-regulated industries, he understands the utmost care must be taken to ensure consistency, quality, and safety each and every day with every product. His experience ideally qualifies him to lead this company as he is devoted to the cultivation, growth, and sale of medicinal marijuana. Throughout his career, Mr. Finch has shown the highest regard for operational and ethical responsibilities with leading organizations. He has experience in leadership and compliance; respect​ ​for​ ​governing​ ​bodies​ ​and​ ​regulations​ ​have​ ​driven​ ​his​ ​successful​ ​business​ ​career. Controller ​- The Controller will provide operational and programmatic support to NSM. The Controller will directly assist the General Manager on strategic and tactical matters as they relate to budget management, cost benefit analysis, forecasting needs, and securing of new funding. The Controller will be responsible for overseeing day-to-day financial operations such as general bookkeeping, bank statement reconciliation, payroll tasks, and accounting. Additional duties will include: working closely with General Manager and Human Resources Manager regarding payroll and benefit disbursement; preparing and analyzing NSM’s accounting records, financial statements, and other financial reports to assess accuracy, completeness, and compliance to reporting and procedural standards; and analyzing business operations, trends, costs, revenues, financial commitments, and obligations to project future revenues and expenses or provide advice. Preferred experience for the Controller requires ten (10) years of progressively responsible experience for a major company or division of a large corporation, experience partnering with an executive team, a high level of written and oral communication skills, and an 1 Natural State Medicinals Cultivation Arkansas Cultivation Application Referenced From Section E Exhibit 3.10 Schedule 3 EXHIBIT 3.10 STAFFING STRUCTURE MBA in Finance, Certified Public Accountant (CPA), or Certified Management Accountant (CMA)​ ​designations. Medical Director - The Medical Director is an owner who will assist with developing procedures and processes to ensure NSM's operations are patient-focused, compliant with existing best medical practices and applicable regulations, and oversee development of training materials for employees. The Medical Director will work with the Medical Advisory Board and Business Advisory Board to develop patient and physician outreach and programming at NSM's Patient Resource Center, including patient education, substance abuse assistance, a referral program to other wellness services, and patient consultation protocols. The Medical Director, with input from the Medical Advisory Board, will also advise NSM on medicinally-appropriate product offerings​ ​and​ ​production​ ​methods. Dr. Kelli Schlesinger, Owner, Medical Director - Dr. Schlesinger was born in Springdale, and attended the University of Arkansas. She earned her Medical Degree in Neurology, and offers specialized training in diagnosing, treating, and managing brain and nervous system disorders with an emphasis on patient comfort and care. Her special interests include neuromuscular disease and headache. She holds honors such as Excellence in Patient Care (2008), and Chief Resident in Neurology. She is currently a member of the American Medical Association (AMA), American Academy of Neurology (AAN), American Association of Neuromuscular and Electrodiagnostic​ ​Medicine​ ​(AANEM),​ ​and​ ​American​ ​Headache​ ​Society​ ​(AHS). Joe Courtright, P.D., R.Ph, Chairman, Owner, Chairman of Board of Directors - Joe began his pharmacy career in 1989 as a pharmacist for May’s Drug Stores, Inc., of Tulsa, Oklahoma, ascending to Senior Vice President of Pharmacy and Information Technology. Joe is a licensed pharmacist and former President and CEO of USA Drug, the largest privately-held pharmacy chain in the U. S., headquartered in Pine Bluff, Arkansas. Under his tenure, he oversaw 153 pharmacies, 500 pharmacists, and 4,000 employees. USA Drug operated the largest wholesale pharmaceutical business in Arkansas with controlled substance distribution capability in 32 states. Joe is a member of the Board of Directors for KPH Healthcare in Syracuse, a national pharmaceutical and healthcare services provider with complementary businesses in retail and commercial segments of these industries. The company is comprised of Kinney Drugs, with 100 full-service drug stores in New York and Vermont; Health Direct Institutional Pharmacy Services for long-term care and alternative care needs; ProAct, Inc., a national pharmacy-benefit management company and mail order pharmacy; and Noble Health Services, a specialty pharmacy dispensing complex and chronic disease medications. KPH has annual revenue over $1​ ​billion​ ​and​ ​3,000​ ​employees. Joe was on the Board of Directors of the National Association of Chain Drug Stores (NACDS), representing traditional drug stores, supermarkets, and mass merchants totaling 40,000 pharmacies, 3.2 million employees including 178,000 pharmacies; the Board of Directors for Chain Drug Consortium (CDC), consisting of eight large regional retail pharmacy chains in the U.S. and Puerto Rico; and the Board of Directors of Data-Rx, providing pharmacy benefit 2 Natural State Medicinals Cultivation Arkansas Cultivation Application Referenced From Section E Exhibit 3.10 Schedule 3 EXHIBIT 3.10 STAFFING STRUCTURE management solutions, health saving programs, and pharmacy technology services for insurance brokers, third party administrators, employers, municipalities, HMOs, hospitals, and pharmacy groups​ ​in​ ​the​ ​United​ ​States. Third Party Legal Advisor - The Legal Advisor will give accurate and timely counsel to the executive leadership team on Division regulations, labor law, and risk factors regarding business decisions and operations. The Legal Advisor will also review and evaluate compliance issues and concerns to ensure NSM is compliant with the rules set forth by the Department and all applicable​ ​state​ ​and​ ​local​ ​laws,​ ​regulations,​ ​ordinances,​ ​and​ ​other​ ​requirements. Harry E. (“Bud”) Cummins III, Third Party Compliance Officer ​- ​Bud Cummins is an attorney licensed in good standing in Arkansas since 1989. He graduated from the University of Arkansas in 1981 with a degree in finance and real estate, and earned his JD from the University of Arkansas at Little Rock (Bowen School of Law) in 1989 His law practice is Law Offices of Bud Cummins, PLC; Cummins served as a federal law clerk to a U.S. Magistrate Judge and to the Chief U.S. District Judge for the Eastern District of Arkansas. He was Chief Legal Counsel to Governor Mike Huckabee, and presidentially-appointed U.S. Attorney for the Eastern District of Arkansas from 2001 to 2006 Bud’s private law practice specializes in compliance, internal investigations,​ ​litigation,​ ​and​ ​federal​ ​criminal​ ​defense. Vice President IT & Business Development ​- Implements and oversees information and communications technology strategies of NSM Responsibilities include ensuring a secure communications infrastructure that is HIPAA-compliant, reliable, strategically sound, and cost-efficient. This position will oversee programming voice and data telecommunications network circuits and equipment and computer systems networks, communication methods and devices, inventory tracking systems, alarm systems and surveillance systems He/she will be responsible for ensuring the accuracy of all NSM inventory. ​Additional responsibilities include developing strategic communication plans; building and sustaining NSM's reputation for quality, reliability, and customer satisfaction; and overseeing the creation, maintenance, and continuous improvement​ ​of​ ​NSM’s​ ​website,​ ​social​ ​media​ ​platforms,​ ​and​ ​business​ ​development​ ​processes Robert DeBin, Owner, VP IT and Business Development - ​Robert was born in Arkansas and attended the University of Arkansas. He has a graduate certificate in Enterprise Systems with a concentration in SAP Enterprise Resource Planning Following college, Robert gained six years of experience configuring and implementing point of sale and inventory tracking systems for restaurants and retail stores. In February 2013, Robert formed RockIT City Solutions, DBA CLU Solutions. In April 2015, Robert partnered with a group out of Louisiana and began offering iPad based retail In January of 2016, CLU began offering IT consulting services to the cannabis industry in Colorado. CLU has worked with medical marijuana point of sale providers and advised​ ​dispensary​ ​operators​ ​and​ ​cannabis​ ​cultivators​ ​to​ ​help​ ​streamline​ ​IT​ ​practices. While working in Colorado, Robert completed METRC training (the first all regulatory, seed-to-sale solution for cannabis). METRC was deployed in December 2013 for the State of Colorado’s Marijuana Enforcement Division, and supports marijuana regulations with technology to prevent and monitor drug diversions. The system has 20,000 users and has tracked 3 Natural State Medicinals Cultivation Arkansas Cultivation Application Referenced From Section E Exhibit 3.10 Schedule 3 EXHIBIT 3.10 STAFFING STRUCTURE over 5,000,000 plants and 3,800,000 packages. Robert’s deep understanding of point of sale and inventory tracking combined with experience and training in seed-to-sale tracking software will be​ ​a​ ​valuable​ ​resource​ ​for​ ​NSM,​ ​and​ ​help​ ​establish​ ​best​ ​practices​ ​for​ ​compliance. Vice President Community Outreach - This position will work with the Medical Advisory and Business Advisory Boards to plan and market community outreach events, such as the substance abuse prevention program, community education sessions, physician education program, and the compassionate care program. He/she will conduct outreach to identify local community organizations with which to partner, working closely with NSM's Controller to ensure availability of necessary funding for NSM’s outreach programs, develop required planning and reporting documents to qualify efforts, and spearhead programs. The CP of Community Outreach will continually engage local businesses owners and community organizations, as well as individuals, leaders, and organizers in the area to identify the community’s needs and ensure our organization has a positive impact on the community. The VP will be responsible for government relations activities including monitoring local, state and federal legislation and regulations and reporting possible impact to the executive leadership team, and maintaining communication with state legislative and administrative officials (advising them as appropriate) of​ ​ ​cannabis​ ​industry​ ​concerns. Donna Terrell, Owner, VP Community Outreach ​- A personal tragedy is what drives Fox16's television news anchor Donna Terrell to seek involvement as NSM’s Community Outreach Coordinator. Donna's daughter, Queah, lost her battle with colon cancer at age 29. Donna knows medical marijuana may not have saved her life, but would have greatly improved its quality. Queah's death inspired Donna to help other young people dealing with cancer. Queah was introduced to yoga through a program at her Texas hospital, and said it made her feel more at ease from side effects of traditional cancer drugs. Queah’s experience is the inspiration for 'Donna Terrell's Yoga Warriors Fighting Colon Cancer', a 501(c)3 nonprofit organization. Yoga Warriors was designed to raise awareness and help all cancer survivors. Through donations, Yoga Warriors successfully raises money to provide liquid nutritional supplements to cancer survivors needing financial assistance. It is also the brainchild and financier for free yoga classes for​ ​cancer​ ​survivors,​ ​patients,​ ​and​ ​caregivers​ ​on​ ​the​ ​campus​ ​at​ ​the​ ​CARTI​ ​Cancer​ ​Center​ ​facility. In addition to being an award-winning news anchor and reporter, the 30-year television veteran also created a business model and launched her own company called Q-Impact, LLC. Through Q-Impact, she utilizes her skills in television news, marketing, and different social media platforms. She is often asked to give motivational speeches and emcee at various community events throughout the state. Donna has also performed duties for AETN, Arkansas' Public Television Station. Community service and volunteering are a passion for Donna. She has served on several executive boards for nonprofit groups including Women and Children First Domestic Violence, Arkansas' Susan G. Komen Breast Cancer Foundation, and Ronald McDonald House. She has been an Ambassador for the American Cancer Society, traveling to Washington, D.C., to speak​ ​to​ ​congressional​ ​members​ ​and​ ​help​ ​shape​ ​cancer​ ​policies. Director of Security - The Director of Security will oversee the installation and operation of security systems; ensure compliance with rules set forth by the Department and Division and all 4 Natural State Medicinals Cultivation Arkansas Cultivation Application Referenced From Section E Exhibit 3.10 Schedule 3 EXHIBIT 3.10 STAFFING STRUCTURE applicable state and local laws, regulations, ordinances, and other requirements; and ensure safety measures for all cannabis products in transport are developed and followed. The Director of Security will work closely with managers to ensure employees are trained on and follow all NSM security SOPs. The Director of Security will oversee security officers, staff, and outside contractors to ensure compliance with NSM's security policies and procedures and all applicable laws​ ​and​ ​Department​ ​and​ ​Division​ ​regulations. Lance Huey, Director of Security - Lance enlisted in the United States Marine Corps in 1983 and served for 7 years. He attained the rank of Sergeant (E-5) and was honorably discharged in 1990. Lance has an extensive career in Arkansas law enforcement and highly-regulated business. Lance spent over 20 years as an Arkansas State Trooper prior to being elected as Sheriff of Grant County for two terms. At that time, the Arkansas Lottery Commission was newly formed and had a task very similar to that of the Arkansas Medical Marijuana Commission. Lance was the inaugural Director of Security for the Arkansas Scholarship Lottery. He was tasked with hiring and screening of staff as well as secure transportation of tickets and all security and integrity of the program. Lance’s long-time experience will be invaluable in establishing good working relationships​ ​with​ ​law​ ​enforcement​ ​officials​ ​throughout​ ​the​ ​state. Human Resources Manager - The Human Resources Manager will be responsible for providing consultation to management and implementing strategic staffing plans, compensation, benefits, training and development, budget, and labor relations at the direction of the NSM executive leadership team. The Human Resources Manager will ensure employees are compliant with all personnel​ ​policies​ ​and​ ​training​ ​requirements. Human Resource Manager - ​The hiring criteria for the Human Resource Manager includes a minimum of five (5) years experience in Human Resources positions, with two (2) of the five (5) years in a management level Human Resource position. He/She must have completed specialized training in employment law, compensation, organizational planning, organization development, employee relations, safety, training, and preventive labor relations (preferred). An active affiliation with appropriate Human Resources networks and organizations and ongoing community​ ​involvement​ ​and​ ​a​ ​ ​Bachelor’s​ ​degree​ ​or​ ​higher​ ​is​ ​a​ ​required. Cultivation Manager ​- The Cultivation Manager (CM) will report directly to the General Manager. He/She will be responsible for supervising all phases of NSM’s cultivation operations including: regulatory compliance, all cultivation phases, harvesting and curing of cannabis, quality assurance, and inventory control. The CM will work closely with the Laboratory Director and Laboratory Employees in strain identification and assessment of cannabis plants using DNA isolation methods and DNA processing. The CM will be responsible for micropropagation and tissue culture techniques, including genetic manipulation and genetic fidelity. The CM will ensure all employees follow Good Agricultural Practices and Good Handling Practices, and that crop records are maintained and retained properly. The CM will be responsible for keeping and protecting all inventory and ensuring accuracy of inventory in cultivation areas. This includes utilizing inventory tracking tools and overseeing compliance. The CM will ensure incoming materials for use in cultivation areas are receipted and managed appropriately, and when all 5 Natural State Medicinals Cultivation Arkansas Cultivation Application Referenced From Section E Exhibit 3.10 Schedule 3 EXHIBIT 3.10 STAFFING STRUCTURE complete, cannabis is transferred to the processing areas following inventory transfer and chain of​ ​custody​ ​protocols Andrew Salini, Cultivation Manager - ​Andrew is a Princeton graduate who oversees business operations of three cannabis cultivation facilities and four dispensaries in Colorado for High Country Healing, an industry leader in Colorado and the U S Andrew has a strong background in business development and finance as a portfolio manager for EMF, a fixed income hedge fund with a $500 million AUM from 2011-2014. He has worked as an investment banker for Deutsche Bank and Credit Suisse. Andrew ​will be relocating to Arkansas to supervise all aspects of production​ ​of​ ​our​ ​product Laboratory Manager ​- The Laboratory Director (LM) will directly report to the General Manager. He/She will be responsible for overall operation and administration of the laboratory, planning and directing quality assurance policies, and development, maintenance, and sanitation SOPs. The LM will direct and ensure appropriate testing systems in the laboratory; provide quality services in all aspects of test performance; ensure physical and environmental conditions of the laboratory are adequate and appropriate; enssure employee environment is safe from physical, chemical, and biological hazards; esnure safety and biohazard requirements are followed; and ensure Good Laboratory Practices are followed. The LM is responsible for keeping and protecting all lab inventory and ensuring its accuracy through consistent use of the inventory​ ​tracking​ ​system. Josh Risley, Laboratory Manager ​- In June of 2015, Josh partnered to open Cannabis Maximus, a profitable, well-regarded, and licensed cannabis concentrate manufacturing company. The lab Josh and his team designed and built meets FDA clinical standards as well as achieving the pinnacle of OSHA safety compliance (Class I Division I); this ensures it will withstand the ever-tightening regulations around light hydrocarbon cannabis extractions. Because no other cannabis extraction labs in the world had been built to this standard, Cannabis Maximus pioneered the process for true Class I Division I cannabis extraction processing. Cannabis Maximus' manufacturing and sales operations began with practically no budget as a new and unknown brand. Within 8 months of opening operations, Cannabis Maximus consistently grosses between $100,000 - $120,000 of revenue every month, has grown from 5 to 20 employees, is sold in over 40 CO retail dispensary locations, and is recognized as one of the premier concentrate​ ​brands​ ​in​ ​Colorado Sales Manager - ​This sales manager will directly report to the General Manager, and create and execute a sustainable, measurable medical cannabis sales and marketing strategy. He/She will work directly with the executive team to build critical relationships across the local cannabis concentrates industry, and execute strategies that achieve short- and long-term revenue goals. He/She will build and manage the call center for incoming sales inquiries and oversee inside sales. He/She will coordinate with the the VP of IT and Business Development regarding full implementation and functionality of the inventory tracking system to capture necessary information from sales. He/She will oversee the integration of the Inventory Tracking Tool with our ERP system to properly track product movement and inventory levels based upon sales 6 Natural State Medicinals Cultivation Arkansas Cultivation Application Referenced From Section E Exhibit 3.10 Schedule 3 EXHIBIT 3.10 STAFFING STRUCTURE information. He/She will develop, train, and manage an Inside Sales team and establish commissions​ ​and​ ​territories/regions​ ​based​ ​growth​ ​of​ ​the​ ​business. Marketing Strategy Manager ​- Ideal qualifications for this position include a minimum of five (5) years of business development, marketing, and sales experience, three (3) years of which are in the local cannabis concentrates industry. He/She must have excellent organization, communication, and presentation skills, and a demonstrated ability to effectively understand business strategy and vision. He/She must have familiarity with sales data analysis and reporting. This individual must have a Bachelor’s degree in business or marketing, or a related field; a Master’s​ ​degree​ ​is​ ​preferred. Sales Representative - ​The two (2) Sales Representative positions will be directly overseen by the Sales Manager. As a team, they will aim to execute NSM’s sales and marketing strategy. They will help build critical relationships across the local cannabis industry and execute strategies that achieve short- and long-term revenue goals. They will maintain a territory and assist with call center operations for incoming sales inquiries and fully utilize the Inventory Tracking and ERP Tools to capture necessary information from sales. ​Ideal qualifications for these positions include a minimum of three (3) years of business development, marketing, and sales experience; excellent organization, communication and presentation skills; a demonstrated ability to effectively understand business strategy and vision; familiarity with sales data analysis and​ ​reporting;​ ​and​ ​a​ ​Bachelor’s​ ​degree​ ​in​ ​business,​ ​marketing,​ ​or​ ​a​ ​related​ ​field. Supervisors ​- Supervisory positions are integral to NSM’s operations. On the cultivation side, there will be three (3) Supervisors directly reporting to the Cultivation Manager. On the Extraction side, there will be one (1) Process Supervisor directly reporting to the Laboratory Manager. Cultivation Supervisors are responsible for supervising all phases of NSM’s cultivation operations including: regulatory compliance, all phases of cultivation and production of cannabis products, quality assurance, inventory control, purchasing, and receiving of raw materials and supplies. On the extraction side, the Process Supervisor will work closely with the Laboratory Manager to implement, maintain, verify, validate, and continuously improve the overall Quality Systems and Food Safety (Safe Quality Food - SQF) programs for the facility, including HACCP1, and Good Manufacturing Practices. Supervisors will directly oversee cultivation lead and support staff in their respective areas to ensure all employees are adequately trained in safe and sanitary methods of culitvating, processing, packaging, and labeling procedures in the production of NSM's cannabis products. They will be experts in operating the Inventory Tracking Tool and ERP, and train and oversee all subordinates to ensure quality controls. Cultivation Employees - Cultivation Employees (CEs) include the roles of six (6) Leads and nine (9) Support Staff. These positions will be responsible for day-to-day cultivation tasks under the direct supervision of their Supervisor and will also be overseen by the Cultivation Manager. Cultivation employees will be involved in the all phases of NSM’s cultivation operations 1 ​ ​Hazard​ ​Analysis​ ​and​ ​Critical​ ​Control​ ​Points​ ​-​ ​“A​ ​systematic​ ​preventive​ ​approach​ ​to​ ​food​ ​safety​ ​from​ ​biological,​ ​chemical,​ ​and physical​ ​hazards​ ​in​ ​production​ ​processes.”​ ​This​ ​ ​certificate​ ​focuses​ ​on​ ​what​ ​ ​can​ ​cause​ ​products​ ​to​ ​be​ ​unsafe,​ ​and​ ​teaches methods​ ​to​ ​reduce​ ​these​ ​risks​ ​to​ ​a​ ​safe​ ​level. 7 Natural State Medicinals Cultivation Arkansas Cultivation Application Referenced From Section E Exhibit 3.10 Schedule 3 EXHIBIT 3.10 STAFFING STRUCTURE including room care, pest and environmental monitoring, pruning, watering, room turnover, sanitization, inventory tracking, manicuring, harvest, and curing. Cultivation Employees must have the ability to follow company SOPs related to growing, harvesting, inventory tracking, sanitation, and cross-contamination. They must operate, analyze, and troubleshoot complex digital machinery by following manufacturer’s instructions. These positions require solid knowledge of medical cannabis cultivation and a demonstrated ability to keep records, take detailed notes, and report abnormalities to a Supervisor. A high school degree is required to hold positions as a Lead or Support; a college degree is preferred. Individuals holding a Lead position will demonstrate superior skills related to cultivating with an ability to oversee Support Staff with​ ​compliance​ ​to​ ​all​ ​SOPs. Extraction Employees - Hiring qualifications of NSM’s Extraction Employees (EEs) require at least five (5) years experience overseeing processing operations, preferably related to extraction of cannabis products for a Process Supervisor. EEs must have working knowledge of cannabis as a plant, including its chemical makeup, capability of being grown, refined/extracted, and the best methods for achieving a consistent product. These individuals must demonstrate the ability to enforce compliance with state and federal regulations with respect to the state board of health, the Alcoholic Beverage Control Division and regulations for WPS and OSHA. EEs must have at least two years of extraction experience with specific experience in tracking and recording tasks, utilizing an Inventory Tracking System, and a Bachelor’s degree in agriculture, biology, botany, chemistry,​ ​or​ ​a​ ​related​ ​field​ ​of​ ​study. Process Employees - Process Employees (PEs) will consist of two (2) Process Leads and two (2) Support positions. PEs will be directly supervised by the Process Supervisor and overseen by the Laboratory Manager. They will be responsible for testing and analysis for potency and safety and working with Cultivation Employees (CEs) to identify genetic markers. Laboratory Employees (LEs) will conduct internal cannabis testing during the curing phase, holding stage, and after packaging and labeling as directed by the Laboratory Manager. They will maintain strict adherence to all applicable SOPs and maintain consistency with all inventory tracking processes. All PEs must have two (2) years experience in a horticultural or agricultural environment with intermediate math skills, calculations understanding, and demonstrated ability to keep proper records and report abnormalities to the lab manager. A high school degree is required to hold this position; a college degree is preferred. The two (2) Process Leads will possess superior skills, experience, and/or education and demonstrated ability to oversee Support Staff with compliance to​ ​all​ ​laboratory​ ​responsibilities. Security Officers - Security Officers (SOs) will be responsible for implementing and suggesting improvements to NSM security procedures, authorizing entrance and departure from NSM's facility, and other duties assigned by the Director of Security. SOs must have at least three (3) years experience in law enforcement, security or loss prevention. Experience in de-escalation and non-violent problem resolution will be highly desired. They must be comfortable sitting or standing​ ​for​ ​long​ ​periods​ ​of​ ​time;​ ​a​ ​high​ ​school​ ​diploma​ ​is​ ​required​ ​for​ ​this​ ​role. 8 Natural State Medicinals Cultivation Referenced From Section E State Of Arkansas Cultivation Application Schedule 4 EXHIBIT 4.2 OWNERS COMBINED PERSONAL FINANCIAL STATEMENTS Exhibit 4.2 The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.3 EXHIBIT 4.3 Owners Combined Business Summary Referenced From Section E Schedule 4 The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation Minnesota Drug Acquisition Co. LLC Results of Operation Consolidated Company July 31, 2011 The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation JARCO PHARMACIES CONSOLIDATED COMPANY RESULT OF OPERATION SEPTEMBER 30, 2012 The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation JAYHAWK HOLDINGS - MILLY S PHARMACY INCOME STATEMENT SEPTEMBER 30, 2012 The material on this page is requested to be CONFIDENTIAL and redacted from any Freedom of Information Request Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4.4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4.4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.4 EXHIBIT 4.4 BANKRUPTCY SEARCH Referenced From Section E Schedule 4 Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation Referenced From Section E State of Arkansas Cultivation Application Schedule 4 Exhibit 4 4 EXHIBIT 4 4 BANKRUPTCY SEARCH Natural State Medicinals Cultivation State Of Arkansas Cultivation Application Referenced From Section E Exhibit 6 1 Schedule 6 EXHIBIT 6.1 PROPERTY DESCRIPTION EXHIBIT 6.1 NATURAL STATE CULTIVATION PROPERTY DESCRIPTION Tract 1 Description: As surveyed: A part of the southwest quarter of section 23, Township 4 South, range 11 west, Jefferson county, Arkansas, being more particularly described as follows: beginning at the northeast corner of said southwest quarter; thence s 00° 26' 56" w a distance of 1327.44 feet to a point; thence s 00°26'56" w a distance of 1327.44 feet to a point on the south line of said section 23; thence n 88°51'13"w along said south line of section 23 a distance of 422.64 feet to a point; thence n01°08'47"e a distance of 473.24 feet; thence n36°01'20"w a distance of 677.74 feet to a point; thence s51°58'40"w a distance of 623.67 feet to a point on the east right of way line of interstate 530; thence along said east right of way line n 45°07'56" w a distance of 256.69 feet to a row monument; thence continuing along said right of way line n 37°25'10"w a distance of 277.41 feet to a row monument; thence continuing along said right of way line n 13°33'49" w a distance of 250.78 feet to a point; thence continuing along said right of way line n 11°22'38" w a distance of 800.00 feet to a point; thence continuing along said right of way line n 11°27'38" w a distance of 664.59 feet to a point; thence leaving said right of way line s 88°23'27"e a distance of 722.92 feet to a rebar; thence s 88°23'27" e a distance of 1319.72 feet to the point of beginning; containing 87.28 acres, more or less. Subject to 15-ft utility easement described as follows: commence at the northeast corner of said southwest quarter; thence s 00° 26' 56" w a distance of 1327.44 feet to a point; thence s 00°26'56" w a distance of 1327.44 feet to a point on the south line of said section 23; thence n 88°51'13"w along said south line of section 23 a distance of 422.64 feet to a point; thence n01°08'47"e a distance of 473.24 feet; thence n36°01'20"w a distance of 677.74 feet to a point; thence s51°58'40"w a distance of 623.67 feet to the point of beginning being on the east right of way line of interstate 530; thence along said right of way line n45°07'56"w a distance of 256.69 feet to a point; thence continuing along said right of way line n37°25'10"w a distance of 277.41 feet to a point; thence continuing along said right of way line n13°33'49" a distance of 250.78 feet to a point; thence continuing along said right of way line n11°22'38"w a distance of 13.09 feet; thence leaving said right of way n78°37'22"e a distance of 15.00 feet to a point; thence s11°22'38"e a distance of 14.71 feet to a point; thence s13°34'50"e a distance of 245.42 feet to a point; thence s37°25'10"e a distance of 273.23 feet to a point; thence s45°07'56"e a distance of 257.55 feet to a point; thence s51°58'40"w a distance of 15.12 feet to the point of beginning; containing 11,908 square feet (0.273 acres), more or less. Tract 2 Description: As surveyed: a part of the southwest quarter of section 23, township 4 south, range 11 west, jefferson county, arkansas, being more particularly described as follows: Commencing at the northeast corner of said southwest quarter; thence s 00° 26' 56" w a distance of 1327.44 feet to a point; thence s 00°26'56" w a distance of 1327.44 feet to a point on the south line of said section 23; thence n 88°51'13"w along said south line of section 23 a distance of 422.64 feet to the point of beginning; thence s88°51'13"e a distance of 371.38 feet to a point on the east right of way line of interstate 530; thence along said right of way line n00°17'15"w a distance of 16.55 feet to found angle iron; thence continuing along said right of way line n64°52''25"w a distance of 181.11 feet to a point; thence continuing along said right of way line n18°32'00"w a distance of 1 Natural State Medicinals Cultivation State Of Arkansas Cultivation Application Referenced From Section E Exhibit 6 1 Schedule 6 EXHIBIT 6.1 PROPERTY DESCRIPTION 252.86 feet to a point; thence continuing along said right of way line n45°07'56"w a distance of 256.69 feet to a point; thence leaving said right of way line n51°58'40"e a distance of 623.67 feet to a rebar and cap; thence s38°01'20"e a distance of 677.74 feet to a rebar and cap; thence s01°08'47"w a distance of 473.24 feet to the point of beginning, being a rebar and cap; containing 12.42 acres, more or less. 2 Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 EXHIBIT 4.1 CREDIT HISTORIES EXHIBIT 4.1 OWNERS CREDIT SCORES Natural State Medicinals Arkansas Licensing Application Exhibit 4.1 Referenced From Section E Schedule 4 Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 Page 1 of 51 EXHIBIT 4.1 CREDIT HISTORIES Referenced From Section E Schedule 4 Natural Sate Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 EXHIBIT 4.1 CREDIT HISTORIES Referenced From Section E9/14/17 4 31 PM Schedule 4 Personal & Con,dential https //www freecred treport com/c/#/pr nt/exper an/201709142122119772 Page 1 of 33 7/29/2017 Natural State Medicinals Cultivation https://www.freecreditreport.com/c/#/print/experian/201707292153018802 State of Arkansas Cultivation Application Referenced From Section E Exhibit 4.1 EXHIBIT 4.1 CREDIT HISTORIES Schedule 4 Personal & Con dential https://www.freecreditreport.com/c/#/print/experian/201707292153018802 1/34 Natural State Medicinals Cultivation https://www.freecreditreport.com/c/#/print/experian/201708021710052437 State of Arkansas Cultivation Application Referenced From Section E Exhibit 4.1 EXHIBIT 4.1 CREDIT HISTORIES Schedule 4 8/2/2017 Personal & Con dential https://www.freecreditreport.com/c/#/print/experian/201708021710052437 1/39 Natural Sate Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 EXHIBIT 4.1 CREDIT HISTORIES 9/14/17 3 49 PM Referenced From Section E Schedule 4 Personal & Con,dential https //usa exper an com/#/pr nt/exper an/201709142043533245 Page 1 of 24 7/28/2017 Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 https://www.freecreditreport.com/c/#/print/experian/201707281749036563 https://www.freecreditreport.com/c/#/print/experian/201707281749036563 EXHIBIT 4.1 CREDIT HISTORIES Referenced From Section E Schedule 4 1/40 7/30/2017 Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 https://www.freecreditreport.com/c/#/print/experian/201707301737270179 https://www.freecreditreport.com/c/#/print/experian/201707301737270179 EXHIBIT 4.1 CREDIT HISTORIES Referenced From Section E Schedule 4 1/76 7/31/2017 Natural State Medicinals Cultivation https://www.freecreditreport.com/c/#/print/experian/201707312358278728 State of Arkansas Cultivation Application Referenced From Section E Exhibit 4.1 EXHIBIT 4.1 CREDIT HISTORIES Schedule 4 Personal & Con dential https://www.freecreditreport.com/c/#/print/experian/201707312358278728 1/45 Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 EXHIBIT 4.1 CREDIT HISTORIES 4 46 PM Referenced From Section 7/29/17 E Schedule 4 Personal & Con,dential https //www freecred treport com/c/#/pr nt/exper an/201707292143475545 Page 1 of 24 7/30/2017 Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 https://www.freecreditreport.com/c/#/print/experian/201707301717083636 https://www.freecreditreport.com/c/#/print/experian/201707301717083636 EXHIBIT 4.1 CREDIT HISTORIES Referenced From Section E Schedule 4 1/42 Natural State Medicinals Cultivation State of Arkansas Cultivation Application Exhibit 4.1 Page 1 of 20 EXHIBIT 4.1 CREDIT HISTORIES Referenced From Section E Schedule 4 Personal & Confidential https://usa.experian.com/ 8/4/2017 9/10/2017 Natural Sate Medicinals Cultivation Equifax Application Personal Solutions: Credit Reports, Credit Scores, Protection Against Identity Theft andFrom moreSection E State of Arkansas Cultivation Referenced Exhibit 4.1 EXHIBIT 4.1 CREDIT HISTORIES Schedule 4