STAT

 

EOF

OHIO

BOARD OF PHARMACY
IN THE MATTER OF: CASE NO. M-2019- 3004
Harvest of Ohio LLC Account NoJApplication Nos. 350-890, 350-923, 350-934

clo Ariane Kirkpatrick, President
627 South 48th Street
Tampe, Arizona 85281

SETTLEMENT AGREEMENT WITH THE STATE OF 0

THIS SE1TLEMENT AGREEMENT {the "Agreement") is made
LLC (?Harvest of Ohio"), and the State of Ohio Board of Pharmac
collectively the "Parties?).
WITNESSETH:

WHEREAS, Harvest of Ohio submitted Application ID 890 to
West Union Street, Athens, OH 45701; Application ID 923 to obtain
High Street, Columbus, OH 43202; and Application ID 934 to obt
Tonawanda Trail, Beavercreek, OH 45430 (?the Applications").

WHEREAS, The Applications listed Ariane Kirkpatrick as a
group," as defined in R.C. 37981002), with 51% ownership; 
ownership, and Thomas Chino as a "Non-Minority,? with 5% owners
is a member of an "economically disadvantaged group? and a FESldi

WHEREAS, on or about June 4, 2018, the Board awarded i
following addresses: 4370 Tonawa nda Trail, Beavercreek, OH 454
Street, Athens, OH 45701 ("Athens iocation?), and 2950 North 

location?) as an "economically disadvantage group" as required by

7? South High Street, 17th Fioor, Colur

HIO BOARD OF PHARMACY

and executed by and among, Harvest of Ohio

5; ("Board") {individually each a "Party,? and

obtain a provisional disperisar',r license at 711
a provisional dispensarv license at 2950 North

ain a provisional dispensary license at 4370

member of an "economicallv disadvantaged
~ven White as a "Non-Minority," with 44%
hip of Harvest of Ohio LLC. Ariane Kirkpatrick
int of Ohio as required bv 8.0 32961002}.

iarvest provisional dispensary licenses at the
30 {"Beavercreek location?), 711 West Union
gh Street, Columbus, OH 43202 (?Columbus

MC. 

nbus, Ohio 43215

 

T: (514} 466.4143 i F: {614) 752.4835 contact@pharmacy

 

  

.ohio.gov 

   

 

WHEREAS, on November 20, 2017, Ariane Kirkpatrick a
Agreement of Harvest of Ohio (?Operating Agreement") setting
operation and management of Harvest of Ohio LLC.

WHEREAS, on June 7, 2019, the Board issued to Harvest 
the Beavercreek location, Athens location, and Columbus location,

WHEREAS, on or about July 10, 2019, Harvest of Ohio ?ll
Common Pleas, Case Number 19-01-5550 against the Board ("Fran
restraining order and preliminary injunction prohibiting the Board
through {1d} of the ?Allegations" section and the entire "Potential 
Notices.

WHEREAS, at all times referenced herein, Harvest of Ohio 
the Beavercreek location, Athens location, and Columbus location.

WHEREAS, the Board has determined that the Operating A

Board, and the Board?s observations of the day-to-dav operatio

nd Steve White entered into an Operating

forth the terms and conditions governing the

iOhio Notices of Opportunity for Hearing for
Case Number M-ZOIB-ODOA (the "Notices?l.

ad an action in the Franklin County Court of
klin County case?), and obtained a temperari}r
from public disSEmination of paragraphs 

iolations of Law? section contained within the

sad not received a certificate of operation for

greement, other information received by the

as of Harvest of Ohio after being awarded

 

provisional dispensary licenses for the Beavercreek location, Athen'

location, and Columbus location, violate R.C.

and Ohio Adm.Code as interpreted the Board.

WHEREAS, Harvest othio has submitted to the Board the
and management of Harvest of Ohio with all three agreements to b:
Agreement: Amended and Restated Operating Agreement of Harve
License Agreement.

WHEREAS, Harvest of Ohio neither admits nor denies the
governing medical marijuana dispensaries, including R.C. 3796.10lc

NOW, THEREFORE, in consideration of the mutual prom

allowing agreements governing the operation
acome effective as of the effective date of this

st of Ohio Secured Promissory Note; and

it has violated any statutes or regulations
l.

ises and undertakings herein set forth, and

intending to be legailv bound hereby, the Parties hereto agree as follows:

Harvest of Ohio LLC Case No. 

 

Page 2 of "i

1. Preambles. The foregoing preambles are incorporated her

2.

Harvest othio LLC

Speci?c Actions.

The Board herebv issues a reprimand to Harvest of

sin by reference.

Ohio.

Harvest of Ohio voluntarilv agrees to a make a mor etarv donation in the amount of $500,000.00

to the Ohio Automated Rx Reporting System established pursuant RC. 4729.?5 and

speci?cally for the drug database fund of R.C. 43"25 {the "Drug Database Donation"). The

?rst payment of the Drug Database Donation shall be made six months after all Certificates of

Operation are obtained for the Athens location, Beavercreek location and Columbus location. The

Drug Database Donation shall be paid-in-full eightee (18) months after the first payment is made.

Ariana Kirkpatrick shall remain at all times the 
Harvest of Ohio as described in the Amended and
Ohio LLC and Harvest othio will not be eligible to a
all of the following conditions:
i. Harvest of Ohio?s Beavercreek location, A
each held a certi?cate of operation for a pa

ii. The Drug Database Donation has been paic
Upon execution of this Agreement, Harvest of Ohio
i. Dismiss with prejudice the Franklin County

ii. Withdraw all requests for hearing in the Mo

of Ohio Board of Pharmacy, Case Number 

Harvest of Ohio will submit any necessary 

Upon execution of this Agreement, the Board shall:

Case No. hit-20190004

ajoritv Member? and ?Managing Member" of
Restored Operating Agreement of Harvest of

for a change of ownership until it satisfies

thens location, and Columbus location, have
riod of eighteen {18) months; and

-in-fu l.

shall:

Case; and

tter of Licensee: Harvest of Ohio LLC, the State
A-2019-0004.

ariances for Board review.

 

Page 3 of 7

3. Specific Releases.

a. Harvest of Ohio. In consideration for the covenants
pursuant to this Agreement, Harvest of Ohio agre
against the Board, in anvjurisdictions, in any forum,
for any form of relief against the Board relating
described herein. This release does not affect Harve
Agreement.

b. The Board.

Harvest of Ohio LLC

After Board approval of all variances desc
schedule final inspections within fourteen
3796:5-2-06 for that location; and

Award a certi?cate of operation to Harvest
location, and Columbus location within 
location passes a final inspection and, excep

licensure requirements such as payment of

After the terms of this Agreement are 1
Agreement, nor the underlying facts thereo
White, and/or Ariane Kirkpatrick regarding
transfer its dispensary licenses to a third
andfor Steve White to transfer all or some
not limited to transferring a controlling intt
andfor to a third-party; any future ap

medical marijuana dispensary licenses i

Case NO. ltd-20190004

ribed in Section for single location,

[14] days in accordance with Ohio Adm.Code

of Ohio for the Beavercreek location, Athens
wo business days after each respective
ting all matters settled herein, meets all other

the appropriate fees.

releases, and agreements made bvthe Board
es not to institute or reinstitute any actions
tribunal, court, or administrative proceeding,
to, arising from, or concerning the matters

est of Ohio?s rights to Enforce the terms ofthis

ul?lled, the Board agrees that neither this
f, will adversely impact Harvest of Ohio, Steve
a) any eventual request by Harvest othio to
party; any request by Ariane Kirkpatrick
a of their membership interest, including but
rest, in Harvest of Ohio, between themselves
plications by Harvest of Ohio for additional

1 the State of Ohio; and, any future

 

Page 4 of 7'

4. General Release. In consideration of the covenants and a

Harvest of Ohio LLC

applications by any entity for new or ad:
Ariane Kirkpatrick or Steve White are owne
The Board agrees it will not amend the Not
to receive a provisional dispensary license
3796.10lc) having been held unconstitutiol

State of Ohio.

themselves and each of their respective administrators,

divisions, affiliates, predecessors, successors, present

shareholders, owners, members, attorneys and assigns,

rernise, quit-claim and fully and forever discharge the otf
executors, administrators, trustees, accountants, parents, 5
successors, present or former of?cers, directors, employee
and assigns, from any and all claims, demands, damages, at
or causes of action of every kind and description, whether 
which it now has, or has had, or hereafter can, shall, or ma
matter of this Agreement. The Parties agree not to pursu
claim related to matters described herein. This release doc

terms of this Agreement.

Public Record. All Parties to this Agreement understand th
?149.43, and its terms will therefore become part of the mi
Costs a_nd Expenses of Administrative and Court Proceed

costs and expenses it incurred in connection with any heari

Case No. M-2019-DCID4

litional medical marijuana licenses in which
rs, officers or employees.

ces to assert that Harvest of Ohio is ineligible
- andlor certificate of operation due to RC.

ml by a court of competentjurisdiction in the

greements contained herein, the Parties, for
trustees, accountants, parents, subsidiaries,
or former of?cers, directors, employees,
hereby fully and forever release, withdraw,
er party, and each of their respective heirs,
ubsidiaries, divisions, affiliates, predecessors,
shareholders, owners, members, attorneys,
:counts, debts, liens, suits, actions, and rights
"town or unknown, suspected or unsuspected,
have arising out of or related to the subject
litigation in this matter or for any released

5 not affect the Parties? rights to enforce the

at this document is a public record under R.C.
nutes ofa meeting ofthe Pharmacy Board.
ngs. Each party shall be responsible for the

or other litigation.

 

Page 5 of 

7. Entire Agreement. This Agreement supersedes any and all agreements by, between and among the
Parties, and represents their entire agreement pertaining to the subject matter hereof. There is no
agreement or understanding relating to the subject matter hereof, whether express, implied, written or
oral, not expressly set forth herein.

3. Binding Effect. This Agreement is binding upon and shall inure to the bene?t of the Parties hereto and
their members, of?cers, af?liates, agents, employees, successors and assigns.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Ohio.

10. Interpretation. This Agreement shall be interpreted as though mutually drafted by the Parties hereto and
their reSpective counsel.

11. Headings. The headings preceding the paragraphs herein are intended to be for convenience only and
shall have no operative force or effect.

12. Authori'g. The Parties hereto represent and warrant to each other that each Party possesses the full
requisite authority to enter into this Agreement and that tt a person signing this Agreement on behalf of
each Party is fully and duly authorized to do so.

13. Execution in Counterparts; Facsimile Signatures. The Pattie acknowledge and agree that this Agreement
may be executed (1) in one or more counterparts, which together shall constitute a single, integrated
agreement, and by facsimile signatures which shall have the same force and effect as original

signatures.

PAGE Fo 

Harvest of Ohio LLC Case No. ltd-20190004 Page 6 of?

 

IN WHEREOF, Harvest of Ohio and the State of Ohio Boarzl of Pharmacy intending to be legally bound
hereby, have executed this Settlement Agreement, which becomes effective upon the date of the Board

President?s signature below:

06

   

(gem 

 

 

By: Shawn'C. Wiltr?phq President By: Ariane Kirkpatrick, Majority Member
State of Ohio Board of Pharmacy Ha west of Ohio LLC

4kg?! 3/?/361d Ariane B. Kirkpatrick 213(20
h. . 

Print Name Date Print Name

Harvest of Ohio LLC Case No. meme-0004

Date

 

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