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HomeMy WebLinkAbout2025-11-23 Applicaiton Response to 11-19-25 TPC Email22200 W 11 Mile Road, #167 SHAMOUN LAW Southfield, MI 48037 Sent via EMad November 23, 2025 The Planning Company LLC Attn: Scott D. Richards 3601Thurston Avenue North Suite 100 Anoka, MN 55303 RE: Response to Letter Dated November 19, 2025 —HyMN LLC CUP Application City of Oak Park Heights —13999 60' Street North Dear Mr. Richards: My name is Alan Shamoun and I represent HyMN LLC, a Minnesota limited liability company and its sole member, Mr. Agil Elmathil. I have represented Mr. Elmathil for his Michigan cannabis operations for years and assisted him with his lottery submission to the Minnesota Office of Cannabis Management ("OCM") and now continue to support him in his efforts to secure local site registrations for his planned venture in the State of Minnesota. I have been provided a copy of your letter dated November 19, 2025, from Ms. Julie Hultman of the City of Oak Park Heights. In this letter, you asked for clarification on three separate issues. I have attached to this letter additional supporting documents and would like to provide some context for each section. 1. Verification of HyMN's ownership and proof of selection by OCM Attached to this letter are several items providing proof that, not only did HyMN LLC get selected in the OCM lottery, but that Mr. Elmathil is the sole member of this entity. Attached as Exhibit 1-A is a print-out from Accela, the online platform OCM utilizes for applications, with the entity's record number (MEZZO- A25-000017) and Mr. Elmathil's name highlighted. Then, attached as Exhibit 1-B, is a printout from OCM's site showing the lottery winners and the same record number highlighted. Finally, attached as Exhibit 1-C, is the operating agreement and Disclosure of Ownership) submitted with the original application showing Mr. Elmathil is 100% owner of the entity. 2. Proof of Lease in the name of HyMN LLC Submitted in the application for the Conditional Use Permit was proof that the Option to Lease was assigned to HyMN LLC and the lease is conditioned on receiving an approval from the City of Oak Park Heights before it can become effective. As explained in the letter of the initial CUP Application, the Option to Lease was executed by a broker, CNDev LLC who then assigned it to MSR Group. Both CNDev LLC and MSR Group are brokers who represented HyMN LLC. The applicant entity, HyMN LLC, has the legal authority 1 Mr. Elmathil's social security number is redacted due to privacy concerns. to enter into the lease agreement with the landlord being conditioned upon the approval for its intended use as a cannabis retail facility. The documentation providing such legal right to HyMN LLC is attached as Exhibit 2-A. 3. Project Narrative and Operational Plan HyMN LLC has provided a project narrative attached and a summary of the expected operations and is attached as Exhibit 3-A. This plan addresses all of the items listed in your letter including hours of operations, noise, odor, employees, customer transactions, cash management and security plans. We are also currently working on an Employee Handbook and will have it ready prior to hiring any staff for this facility at Oak Park Heights. Please let me know if any additional information is needed prior to the meeting on December 11 t', 2025. Mr. Elmathil and I will both likely be present to discuss this project and answer any further questions that the Planning Commission or any of the members of the public in attendance may have. Sincerely, Alan Shamoun Principal Attorney alan i ,shamounlaw.com (248)808-5222 Exhibit 1-A OCM Accela Print -Out mai I Alan Shamoun <alan@shamounlaw.com> Congratulations on receiving preliminary license approval for MEZZO-A25-000017 2 messages OCM_NOREPLY@accela.com <OCM_NOREPLY@accela.com> Wed, Jul 16, 2025 at 12:52 PM To: alan@shamounlaw.com Dear Applicant, We are pleased to inform you that you have received preliminary license approval. Please note that you have 18 months to obtain a cannabis business license upon receiving this notification. A notice of preliminary approval is intended to demonstrate an applicant's preparedness and qualifications on the pathway to licensure and can be a tool utilized for securing funds, receiving local approvals, and preparing to be in full compliance. Please be aware this notice does not convey license approval. Your application is moving forward, but you are not yet authorized to conduct any of the activities for any license type. To continue the process and receive your license, you must first complete the following steps: 1. Engage with local governments. Begin discussions with your local government early to understand and meet all local requirements, including zoning, any necessary conditional use permits, building/fire code inspections, and retail registration (if applicable, and see below). You must secure a physical location that complies with local zoning ordinances and update your application documents showing you are compliant with all local requirements. You are strongly encouraged to engage with local governments at the earliest stage possible before you invest in any location in order to understand what a local government may require for your business to operate in their jurisdiction. 2. Submit final documents. Preliminarily approved applicants will submit final application materials to OCM when they can demonstrate compliance with all applicable rules. The materials include details about the site location, final operational documentation, and documentation of any ownership changes, and are referred to as final plans of record. Links to complete online fillable forms that will make up your final plans of record are at: https://mn.gov/ocm/businesses/licensing/final-plan-of-record.jsp. Preliminarily approved applicants should not complete site registration until they have received confirmation that they have met all applicable requirements for local zoning approval, are compliant with state fire and building codes, and if applicable, and are less than 90 days from being able to open their doors. 3. Once you have completed and submitted the online forms, you will receive PDFs of your final plans of record via email that must be uploaded to the Office of Cannabis Management (OCM) through Accela. OCM will forward your application to the local government indicated on your application. 4. Local government zoning compliance certification. Local governments have 30 days to certify that your application complies with zoning and land use ordinances. Important: be sure to engage early with your local government so that you understand their timelines and process for local zoning compliance certification. OCM recommends that preliminarily approved applicants wait until all the required items for local approval have been met with their local government before they submit their site registration. These requirements may include conditional use permits (CUPs), fire/building code inspections, and local retail registration. Additionally, be sure to remain in close communication with the local government to ensure that they are prepared to review your application. Please review the guidance for local governments regarding zoning compliance certification located here: https:Hmn.gov/ocm/local-governments/localgovs.jsp for awareness on what local governments will be required to complete for this stage. 5. Site inspection. After receiving local zoning compliance certification, OCM will schedule a pre -opening site inspection to verify that your physical location complies with all applicable laws and rules. 6. Pay license fee. Upon a successful site inspection, you will be able to pay the required license fee through Accela. Once payment is received, OCM will issue your cannabis business license with the appropriate endorsements. Important note: Local Retail Registration (only for license types engaging in retail direct to consumers) If your license involves retail sales, you must obtain a local retail registration — in addition to your cannabis business license - from your local government before commencing any retail sales. Per a new law change effective May 2025, local governments are allowed to issue retail registration to an applicant with either preliminary approval status or a cannabis business license. Please engage with your local government early to understand the approval process for local retail registrations which is determined by each local government. The licensing guidebook detailing the above steps is available on the OCM licensing webpage; please review the information carefully. The guidebook contains important information about how to successfully complete the licensing process and also includes several suggestions about working on securing local approvals for zoning compliance and local retail registration. The From Start to License: Your Path to Cannabis Licensing in Minnesota graphic provides an overview of licensing steps. You should also review Minnesota Statutes Chapter 342 and the Rules Relating to Adult - Use Cannabis for more information about all statutory requirements. Important Note on Ownership Changes, Endorsement Changes and Trade Name Registration Changes: Minnesota law only allows for licenses to be transferred. However, the prohibition on pre-licensure transfer does not mean that an applicant cannot make changes to their ownership structure. There are different requirements for changing ownership of a business, depending on if the changes are being made prior to obtaining a cannabis business license, or if they are being made after a license has been issued. By statute, applicants cannot transfer ownership of their application before receiving a license. This means that a preliminarily approved applicant cannot sell the majority ownership interest to a third party. However, qualified and preliminarily approved applicants can make changes to their ownership structure pre-licensure, so long as they do not do any of the following: • Make any transfer of an ownership interest that changes the individual that holds a majority ownership interest of the cannabis business. • Make any change of ownership or control that requires a new business registration with the Minnesota Secretary of State. • Make any transfer of ownership that causes a social equity classified application to no longer qualify as a social equity application. • Add any owners that are ineligible to hold a cannabis license based on criminal or civil offense history. • Create any ownership structure that is in violation of the true party of interest provisions contained in Minnesota Statutes, section 342.185. Note that it is the applicant's responsibility to maintain compliance with ownership structure requirements in Minnesota Statutes, sections 342.14, 342.15, 342.16, 342.17, and 342.185 and failure to do so will result in your application not proceeding. While an applicant can make changes to their ownership group prior to licensure, OCM will only review changes to your ownership once the site registration is submitted in your application. Site registration is the step you take when your business is ready to operate. This step is when your business demonstrates compliance with all applicable rules and regulations, and you alert OCM of the local jurisdiction in which you intend to operate. When an applicant starts the site registration process, they will need to upload the change of ownership documents into Accela along with their final plans of record. The link to the change of ownership documents is located at: https://mn.gov/ocm/businesses/licensing/final-plan-of- record.jsp under the section Change of Ownership and Control. OCM will not review any changes to the ownership group until an applicant is ready to become operational and has submitted their final plans of record and site registration. Additional information on change of business ownership and control can be found on the OCM website. An applicant can change endorsements at the time of site registration. Once an inspection has taken place, OCM will verify which endorsements have passed inspection. Endorsements may change after licensure but will require a new site registration, final plans of record and inspection. OCM does not provide legal or business advice. To the extent that you feel you may need such services, you are encouraged to seek those out independently. Starting any business, including a cannabis business, carries risk, and you should never invest more than you are willing to lose. Visit mn.gov/ocm for more information and resources. If you have questions related to your application, please contact the Licensing Division at ocm.licensing@state.mn.us. When contacting the licensing email, please include your application number at the beginning of the email subject line followed by the topic (example: Application Number — Background Check). Again, congratulations on reaching this milestone in your ongoing efforts to secure a cannabis business license. Thank you, Minnesota Office of Cannabis Management ocm.licensing@stat�e.mn.us OCM_NOREPLY@accela.com <OCM_NOREPLY@accela.com> Wed, Jul 16, 2025 at 12:52 PM To: alan+mn@shamounlaw.com [Quoted text hidden] Select Language ! ♦ Return to Collections (0) 7 Cart (0) Account Management Logout Logged in as:Alan Shamoun To use Accela, you must log in to your user account. If you don't have Search... an account, please create one. The application window for LPHE is now closed. Please refer to the OCM website for future application windows. OCM is currently accepting applications for the following license types: • Cannabis event organizer (ongoing) • Cannabis testing facility (ongoing) Please refer to our website for further information. Review the User Guide: Creation and Submission of License Application for step-by-step instruction on how to complete the application steps and submit materials for licensure. Create an Application Search Applications Record MEZZO-A25-000017: Cannabis Mezzobusiness Application Record Status: Accepted Record Info Payments Custom Component Work Location Add to cart Add to collection Record Details Applicant: Agil Elmathil Birth Date:01/04/1989 HYMN LLC 4531 Helen St Dearborn, MI, 48126 Contact Phone: (248)808-5222 alan@shamounlaw.com More Details a Related Contacts Authorized Agent information Alan Shamoun Birth Date:02/09/1985 Shamoun Law PLLC 5819 Sutters Lane Bloomfield Hills, MI, 48301 E-mail: alan@shamounlaw.com Submitter information Alan Shamoun 5819 Sutters Lane Bloomfield Hills, MI, 48301 E-mail: alan+mn@shamounlaw.com Business Owner information Agil Elmathil HyMN LLC 4531 Helen St Dearborn, MI, 48126 Contact Phone: (248)808-5222 E-mail: alan@shamounlaw.com Are you a social equity verified individ Social Equity Certificate Order Numbei ® Application Information SOCIAL EQUITY Are you applying as a social equity applicant?: Yes Business Information Legal Business Name: HyMN LLC Legal Business Registration Type: LLC ADDITIONAL DOCUMENTATION If the business is a corporation, do you have No articles of incorporation, including amendments?: If the business is a corporation, do you have No bylaws, including amendments?: Does the business have any partnership No agreements?: Does the business have any operating Yes agreements?: Does the business have any shareholder No agreements?: Does the business have any promissory notes?: No Does the business have any security No instruments?: I attest that by not uploading the above Yes documentation, the documentation does not exist. I understand that if this documentation is found to exist and not provided, OCM may deny my application or revoke my license. prospective I certify that I will provide this documentation as it becomes applicable to my business to OCM as a condition of licensing.: BUSINESS ACTIVITIES Transport, MED & AU Combined: No Edible Product Manufacturing: No Non -Edible Product Manufacturing: Yes AU Wholesaler: No Medical Cannabis Packaging: No Endorsement to create cannabis products other No than edible cannabis products: CONTACT INFORMATION Have you as the applicant, or if applying on No behalf of the business, any officer, director, manager or general partner of the business ever filed bankruptcy?: ACKNOWLEDGEMENTS I understand and certify by submittal of this Yes application, that I agree to respond to OCM's requests for information. : Commitments made by an applicant in its Yes application, including but not limited to the maintenance of a labor peace agreement, shall be an ongoing material condition of maintaining and renewing the license. : I understand that no employee is allowed to be Yes under the age of 21 on the date of hire, and review of employee records may be part of an inspection. : Applicant certifies that they will comply with Yes requirements of Minnesota Statutes, Chapter 342.: Applicant certifies that information contained in Yes this application and all uploaded materials attached as part of this application are accurate and truthful. : Applicant does not have any confirmed labor Yes violations with the Department of Labor, National Labor Relations Board, or the Occupational Safety and Health Administration within the last five years. : None of the persons identified in this application Yes are employed by the office or any state agency with regulatory authority under Minnesota Statutes, Chapter 342, or any rules promulgated by the office. : None of the persons identified in this application Yes are a licensed peace officer, as defined in Minnesota Statutes, Section 626.84, subdivision 1. . None of the persons identified in this application Yes have had either a license issued under this chapter revoked, or a cannabis license, registration, agreement, or another authorization to operate a cannabis business issued under the laws of another state revoked. : None of the persons identified in this application Yes are a health care practitioner who certifies qualifying medical conditions for patient certifications in the medical cannabis registry. Applicant attests that they will acquire a criminal Yes background check from a consumer reporting agency or background screening company that is in compliance with the federal Fair Credit Reporting Act and accredited by the Professional Background Screening Association. : Applicant certifies that by submitting this Yes application they have an ongoing duty to update the office should any of the information provided change, and that failure to provide such updates, or providing false information may result in the application being rejected. : Applicant attests that all true parties of interest Yes are reflected in the capitalization table(s) and comply with the ownership requirements of Chapter 342.: I certify that I have read and understand the Yes instructions that accompany this application and that the statements made as part of this application are true, complete, and correct and that no material information has been omitted. By checking the box, I understand and agree that I am electronically signing and filing this application.: Electronic Signature Date: 03/13/2025 © Parcel Information No parcel information cannabis.info@state.mn.us Exhibit 1-B OCM Lottery Results 11/23/25, 10:08 PM Lottery Results / Office of Cannabis Management M*1 MINNeSOTA OFFICE OF CANNABIS MANAGEMENT License Lottery Results On June 5, OCM held lotteries for social equity applicants and general applicants seeking cannabis business license types that are available in limited quantities under statute: cultivator, manufacturer, and mezzobusiness. OCM also held a lottery for social equity applicants seeking a cannabis retailer license. On July 22, OCM held a lottery for general applicants for the cannabis retailer license, including a second chance for social equity applicants not selected in the first lottery. Displayed below are application numbers randomly selected in the lottery drawings. Applicants selected in the lotteries must still complete final steps in the licensing process before they are granted a business license, including passing background checks, providing a signed labor peace agreement with a bona fide labor organization, securing a site location and approvals from local units of government, and submitting final business plans to OCM. Pursuant to Minnesota Statutes, section 342.14, subdivision 1(d), labor peace agreements entered into on or after August 15, 2025, must address the duration of the election to unionize into the labor organization. https://mn.gov/ocm/businesses/licensing/lottery/lottery-results.jsp 1 /7 11/23/25, 10:08 PM Lottery Results / Office of Cannabis Management Cannabis cultivator The selected cultivator application numbers are listed in numerical order below. 1. CUL-A24-000001 2. CUL-A24-000003 3. CUL-A24-000005 4. CUL-A24-000007 5. CUL-A24-000008 6. CUL-A24-000009 7. CUL-A24-000010 8. CUL-A24-000012 9. CUL-A24-000016 10. CUL-A24-000017 11. CU L-A24-000018 12. CUL-A24-000021 13. CUL-A24-000024 14. CUL-A24-000026 15. CUL-A24-000028 16. CUL-A24-000029 17. CUL-A24-000030 18. CUL-A24-000033 19. CUL-A24-000036 20. CUL-A24-000038 21. CUL-A24-000039 22. CUL-A24-000041 23. CUL-A24-000042 24. CUL-A24-000043 25. CUL-A24-000047 26. CUL-A24-000049 27. CUL-A24-000050 28. CUL-A24-000052 29. CUL-A24-000054 30. CUL-A24-000056 31. CUL-A24-000057 32. CUL-A25-000004 33. CUL-A25-000007 34. CUL-A25-000011 35. CUL-A25-000012 36. CUL-A25-000016 37. CUL-A25-000019 38. CUL-A25-000025 39. CUL-A25-000026 40. CUL-A25-000028 41. CUL-A25-000029 42. CUL-A25-000030 43. CUL-A25-000033 44. CUL-A25-000034 45. CUL-A25-000038 46. CUL-A25-000041 47. CUL-A25-000042 48. CUL-A25-000043 49. CUL-A25-000047 50. CUL-A25-000048 View official results from the cannabis cultivator license lottery drawings on June 5, 2025. Vocm/assetsjOfficial_Drawing Record Cultivator 06052025 redacted tcm1202-6927G1,pdf), Learn more about all of the available license types (Iocmlbusinesses/licensing license -types index.jsp), including the cannabis cultivator license type. https://mn.gov/ocm/businesses/licensing/lottery/lottery-results.jsp 2/7 11/23/25, 10:08 PM Lottery Results / Office of Cannabis Management Cannabis manufacturer The selected manufacturer application numbers are listed in numerical order below. 1. MFR-A24-000004 2. MFR-A24-000008 3. M F R-A24-000018 4. MFR-A24-000029 5. MFR-A24-000030 6. M F R-A24-000034 7. MFR-A24-000035 8. MFR-A24-000043 9. MFR-A24-000044 10. MFR-A25-000001 11. MFR-A25-000006 12. MFR-A25-000008 13. MFR-A25-000013 14. MFR-A25-000017 15. MFR-A25-000021 16. MFR-A25-000024 17. MFR-A25-000027 18. MFR-A25-000030 19. MFR-A25-000035 20. MFR-A25-000036 21. MFR-A25-000037 22. MFR-A25-000041 23. MFR-A25-000042 24. MFR-A25-000043 View official results from the cannabis manufacturer license lotterydrawings on June 5, 2025. .(/ocm/assets/Officiai_Drawing Record Manufacturer 06052025 redacted tcm1202-692765.pdf), Learn more about all of the available license types (Iocm/businesses -licensing license -types clex.jsp), including the cannabis manufacturer license type. https://mn.gov/ocm/businesses/licensing/lottery/lottery-results.jsp 3/7 11/23/25, 10:08 PM Lottery Results / Office of Cannabis Management Cannabis mezzobusiness The selected mezzobusiness application numbers are listed in numerical order below. 1. MEZZO-A24-000002 25. M EZZO-A24-000182 49. M EZZO-A24-000287 73. M EZZO-A24-000357 2. MEZZO-A24-000055 26. MEZZO-A24-000185 50. MEZZO-A24-000290 74. MEZZO-A24-000358 3. M EZZO-A24-000072 27. M EZZO-A24-000190 51. M EZZO-A24-000295 75. M EZZO-A24-000359 4. MEZZO-A24-000098 28. MEZZO-A24-000195 52. MEZZO-A24-000296 76. MEZZO-A24-000360 5. MEZZO-A24-000104 29. MEZZO-A24-000198 53. MEZZO-A24-000300 77. MEZZO-A24-000361 6. M EZZO-A24-000110 30. M EZZO-A24-000201 54. M EZZO-A24-000302 78. M EZZO-A24-000364 7. M EZZO-A24-000113 31. M EZZO-A24-000202 55. M EZZO-A24-000303 79. M EZZO-A24-000366 8. M EZZO-A24-000118 32. M EZZO-A24-000207 9. M EZZO-A24-000121 33. M EZZO-A24-000211 10. M EZZO-A24-000127 34. M EZZO-A24-000215 11. M EZZO-A24-000132 35. M EZZO-A24-000216 12. MEZZO-A24-000135 36. MEZZO-A24-000228 13. M EZZO-A24-000140 37. M EZZO-A24-000243 14. M EZZO-A24-000144 38. M EZZO-A24-000249 15. MEZZO-A24-000145 39. MEZZO-A24-000260 16. MEZZO-A24-000149 40. MEZZO-A24-000261 17. M EZZO-A24-000150 41. M EZZO-A24-000262 56. M EZZO-A24-000305 80. M EZZO-A24-000368 57. MEZZO-A24-000306 81. MEZZO-A24-000369 58. MEZZO-A24-000310 82. MEZZO-A25-000007 59. MEZZO-A24-000312 83. MEZZO-A25-000012 60. M EZZO-A24-000313 84. M EZZO-A25-000013 61. MEZZO-A24-000315 85. MEZZO-A25-000014 62. MEZZO-A24-000317 86. MEZZO-A25-000015 63. M EZZO-A24-000319 87. M EZZO-A25-000017 64. MEZZO-A24-000322 88. MEZZO-A25-000022 65. MEZZO-A24-000325 89. MEZZO-A25-000023 18. MEZZO-A24-000152 42. MEZZO-A24-000264 66. MEZZO-A24-000326 90. MEZZO-A25-000029 19. MEZZO-A24-000153 43. MEZZO-A24-000265 67. MEZZO-A24-000329 91. MEZZO-A25-000032 20. MEZZO-A24-000162 44. MEZZO-A24-000266 68. MEZZO-A24-000332 92. MEZZO-A25-000034 21. MEZZO-A24-000163 45. MEZZO-A24-000271 69. MEZZO-A24-000335 93. MEZZO-A25-000037 22. MEZZO-A24-000170 46. MEZZO-A24-000273 70. MEZZO-A24-000340 94. MEZZO-A25-000039 23. M EZZO-A24-000173 47. M EZZO-A24-000276 71. M EZZO-A24-000342 95. M EZZO-A25-000044 24. M EZZO-A24-000174 48. M EZZO-A24-000278 72. M EZZO-A24-000352 96. M EZZO-A25-000054 https://mn.gov/ocm/businesses/licensing/lottery/lottery-results.jsp 417 11/23/25. 10:08 PM Lottery Results / Office of Cannabis Management 97. MEZZO-A25-000055 98. M EZZO-A25-000058 99. M EZZO-A25-000062 100. M EZZO-A25-000063 View official results from the cannabis mezzobusiness license lottery drawings on June 5, 2025. .(Iocmlassets/official_ Drawing Record Mezzo 06052025 redacted tcm1202-692762.pdf). Learn more about all of the available license types (�ocmjb�sinessesllicensing license -types index.jsp), including the cannabis mezzobusiness license type. https://mn.gov/ocm/businessesMicensing/lottery/lottery-results.jsp 5/7 11/23/25, 10:08 PM Lottery Results / Office of Cannabis Management Cannabis retailer The selected retailer application numbers are listed in numerical order below. 1. D I S-A24-000006 2. D I S-A24-000009 3. D I S-A24-000010 4. D I S-A24-000019 S. DIS-A24-000021 6. DIS-A24-000031 7. DIS-A24-000039 8. D I S-A24-000040 9. D I S-A24-000051 10. DIS-A24-000055 11. DIS-A24-000060 12. DIS-A24-000062 13. DIS-A24-000064 14. DIS-A24-000075 15. DIS-A24-000078 16. DIS-A24-000082 17. DIS-A24-000083 18. DIS-A24-000087 19. DIS-A24-000088 20. DIS-A24-000091 21. DIS-A24-000093 22. DIS-A24-000095 23. DIS-A24-000099 24. DIS-A24-000115 25. DIS-A24-000164 26. DIS-A24-000201 27. DIS-A24-000218 28. DIS-A24-000220 29. DIS-A24-000228 30. DIS-A24-000240 31. DIS-A24-000241 32. DIS-A24-000250 33. DIS-A24-000269 34. DIS-A24-000273 35. DIS-A24-000274 36. DIS-A24-000275 37. DIS-A24-000278 38. DIS-A24-000279 39. DIS-A24-000282 40. DIS-A24-000286 41. DIS-A24-000293 42. DIS-A24-000294 43. DIS-A24-000299 44. DIS-A24-000320 45. DIS-A24-000323 46. DIS-A24-000325 47. DIS-A24-000330 48. DIS-A24-000332 49. DIS-A24-000343 50. DIS-A24-000344 51. DIS-A24-000345 52. DIS-A24-000351 53. DIS-A24-000352 54. DIS-A24-000353 55. DIS-A24-000358 56. DIS-A24-000360 57. DIS-A24-000361 58. DIS-A24-000364 59. DIS-A24-000366 60. DIS-A24-000368 61. DIS-A24-000370 62. DIS-A24-000372 63. DIS-A24-000377 64. DIS-A24-000379 65. DIS-A24-000380 66. DIS-A24-000391 67. DIS-A24-000392 68. DIS-A24-000396 69. DIS-A24-000397 70. DIS-A24-000403 71. DIS-A24-000408 72. DIS-A24-000409 73. DIS-A24-000412 74. DIS-A24-000420 75. DIS-A24-000422 76. DIS-A24-000423 77. DIS-A24-000427 78. DIS-A24-000431 79. DIS-A24-000435 80. D I S-A24-000444 81. DIS-A24-000450 82. DIS-A24-000451 83. DIS-A24-000455 84. DIS-A24-000460 85. DIS-A24-000465 86. DIS-A24-000466 87. DIS-A24-000480 88. DIS-A24-000482 89. D I S-A24-000487 90. DIS-A24-000491 91. DIS-A24-000S02 92. DIS-A24-000506 93. DIS-A24-000507 94. DIS-A24-000510 95. DIS-A24-000512 96. DIS-A24-000515 https://mn.gov/ocm/businesses/licensing/lottery/lottery-results.jsp 6/7 11/23/25, 10:08 PM 97. DIS-A24-000516 98. DIS-A24-000520 99. DIS-A24-000522 100. DIS-A24-000531 101. DIS-A24-000553 102. DIS-A24-000564 103. DIS-A24-000573 104. DIS-A24-000580 105. DIS-A25-000004 106. DI5-A25-000008 107. DIS-A25-000011 108. DIS-A25-000016 109. DIS-A25-000017 110. DIS-A25-000029 Lottery Results / Office of Cannabis Management 111. DIS-A25-000035 125. DIS-A25-000128 139. DIS-A25-000243 112. DIS-A25-000036 126. DIS-A25-000135 140. DIS-A25-000246 113. DIS-A25-000045 127. DIS-A25-000138 141. DIS-A25-000251 114. DIS-A25-000051 128. DIS-A25-000139 142. DIS-A25-000258 115. DIS-A25-000057 129. DIS-A25-000146 143. DIS-A25-000267 116. DIS-A25-000070 130. DIS-A25-000169 144. DIS-A25-000282 117. DIS-A25-000080 131. DIS-A25-000173 145. DIS-A25-000290 118. DIS-A25-000091 132. DIS-A25-000178 146. DIS-A25-000295 119. DIS-A25-000101 133. DIS-A25-000194 147. DIS-A25-000305 120. DIS-A25-000106 134. DIS-A25-000196 148. DIS-A25-000308 121. DIS-A25-000111 135. DIS-A25-000205 149. DIS-A25-000316 122. DIS-A25-000114 136. DIS-A25-000212 150. DIS-A25-000326 123. DIS-A25-000120 137. DIS-A25-000217 124. DIS-A25-000122 138. DIS-A25-000240 View official results from the cannabis retailer license lottery drawing on June 5, 2025. ,(/ocm/assets/official_ Drawing Record SEA Retailer 06052025 redacted tcm1202-692766.p! f), View official results from the cannabis retailer license lottery drawing an July 22, 2025. ,(/ocm/assets/Official_Drawing Record Retailer 07222025 redacted tcm1202-699243.pdf), Learn more about all of the available license types (/ocmllousinessesliicensing license -types index.jsp), including the cannabis retailer license type. https://mn.gov/ocm/businesses/licensing/lottery/lottery-results.jsp 7/7 Exhibit 1-C HYMN LLC Operating Agreement & Disclosure of Ownership OPERATING AGREEMENT OF HYMN LLC This Operating Agreement (the "Agreement") of HYMN LLC (the "Company"), effective as of March 11, 2025, is entered into by and between the Company and Agil Elmathil, as the single member of the Company (the "Member"). WHEREAS, the Company was formed as a limited liability company on March 11, 2025 by the filing of articles of organization (the "Articles of Organization") with the Minnesota Secretary of State pursuant to and in accordance with the Minnesota Revised Uniform Limited Liability Company Act, as amended from time to time (the "MRULLCA"); and WHEREAS, the Member and the Company agree that the membership in and management of the Company shall be governed by the terms set forth herein. NOW, THEREFORE, the Member and the Company agree as follows: Name. The name of the Company is HYMN LLC. 2. Purpose. The purpose of the Company is to engage in any activity for which a limited liability company may be organized under the MRULLCA and to engage in any and all activities necessary or incidental thereto. 3. Powers. The Company shall have all the powers necessary or convenient to carry out the purposes for which it is organized, including the powers granted by the MRULLCA. 4. Registered Office and Registered Agent: Principal Office. a. The registered office of the Company in the State of Minnesota and the registered agent of the Company for service of process in the State of Minnesota shall be that location and person set forth in the Articles of Organization. b. In the event of a change in the registered office or registered agent, the Membershall promptly appoint another registered agent, if applicable, and file a statement of change with the Secreaty of State in the manner provided by the MRULLCA. 5. Members. a. Initial Member. The Member owns 100% of the membership interests in the Company. The name and the business, residence, or mailing address of the Member are as follows: Agil Elmathil 4531 Helen Street Dearborn, MI 48126 b. Additional Members. One or more additional members may be admitted to the Company with the written consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall adopt a new operating agreement or amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary. C. Certificates for Membership Interests. The Company will issue any certificates to evidence ownership of the membership interests. 6. Management. a. Amt-hority. Powers, and Duties of the Member. The Company shall be member - managed. The Member shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Member as set forth in this Agreement. The Member shall have all rights and powers of a manager under the MRULLCA, and shall have such authority, rights, and powers in the management of the Company, to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. b. Election of Officers; Delegation of Authority. The Member may, from time to time, designate one or more officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officers by the Member (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Member. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Member pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. 7. ,Liability of Member. Indemnification. a. Liability of Member. Except as otherwise required by the MRULLCA, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Member shall not be personally liable for any such debt, obligation, or liability of the Company solely by reason of being or acting as a member or participating in the management of the Company. b. Indemn!fi a i n. To the fullest extent permitted by the MRULLCA, the Member (irrespective of the capacity in which it acts) shall be entitled to indemnification and advancement of expenses from the Company for and against any loss, damage, claim, or expense (including attorneys' fees) whatsoever incurred by the Member relating to or arising out of any act or 2 omission or alleged acts or omissions (whether or not constituting negligence or gross negligence) performed or omitted by the Member on behalf of the Company; provided, however, that any indemnity under this Section 7(b) shall be provided out of and to the extent of Company assets [or insurance purchased by the Company] only, and neither the Member nor any other person shall have any personal liability on account thereof. The Member may elect to advance these funds or reimburse the Member as it shall deem appropriate in each instance. 8. Term. The term of the Company shall be perpetual unless the Company is dissolved and liquidated in accordance with Section 12. 9. Capital Contributions. The Member hereby agrees to contribute to the Company such cash, property, or services as determined by the Member from time to time, or loan funds to the Company, as the Member may determine in its sole and absolute discretion. 10. Tax Status: Income and Deductions. a. Tax Status. As long as the Company has only one member, it is the intention of the Company and the Member that the Company be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Company nor the Member shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company's tax status as a disregarded entity. b. Income and Deductions. All items of income, gain, loss, deduction, and credit of the Company (including, without limitation, items not subject to federal or state income tax) shall be treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction, and credit of the Member. 11. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member in its sole and absolute discretion. 12. Dissolution: Liquidation. a. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the written consent of the Member; (ii) the entry of a decree of judicial dissolution; or (iii) any other event or circumstance giving rise to the dissolution of the Company under the MRULLCA, unless the Company's existence is continued pursuant to the MRULLCA. b. Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. C. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be 3 applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) second, to the Member. d. Upon the completion of the winding up of the Company, the Member shall file a certificate of dissolution with the Secretary of State in accordance with the MRULLCA. 13. Miscellaneous. a. Amendments. Amendments to this Agreement may be made only with the written consent of the Member. b. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed, and enforced in accordance with the laws of the State of Minnesota and, without limitation thereof, the MRULLCA, without giving effect to principles of conflicts of law. C. Severability. In the event that any provision of this Agreement shall be declared to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall survive to the extent it is not so declared, and the validity, legality, and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first written above. MEMBER: Agil E1 thii By: COMPANY: HyMN LLC By: 04 Agil -nathil, Sole Member 4 MIOFFICEer UNN19li M/,N<GEMENr Owner If an If applicant is NOT a publicly traded business entity, list individual, are every individual, cooperative member, officer, director, Social Security Number they a verified manager, general partner, or business entity. If the )XXX-XX-XXXX) %Ownership social equity Social Equity Owner Type business has a parent company, please list the applicant? Certification Order information for each owner, board member's or )Individuals Only) (If applicant is NOT a ( Leave blank Number If ) (Select from officer's percentage ownership interest in the parent publicly traded business forapplicable) dropdown list) company and the cannabis business, Zero percent Note: if individual is not a U.S. entity, listed ownership subsequent nt owners who have true party of interest MUST he citizen and does not have a interests must total Cap Tables listed. U.S.-issued SSN, type "Not a 100%) required) U.S. Citizen" If applicant is a publicly traded business entity, list each individual/business entity/trust that holds more than S% of the voting shares of the entity. Exhibit 2-A HYMN LLC Option to Lease SECOND ASSIGNMENT OF OPTION TO LEASE AGREEMENT MSR GROUP, LLC, a Michigan limited liability company ("Assignor") hereby assigns all of its leasehold rights and interest in and to that certain Option to Lease Agreement dated November 3, 2025, between Assignor, as Tenant, and HALL AND HALL PROPERTIES, LLC, a Minnesota limited liability company, as Landlord (the "Lease Agreement"), pertaining to that certain leasehold interest located in the City of Oak Park Heights, County of Washington, State of Minnesota, to HyMN, LLC, a Minnesota limited liability company ("Assignee"), for the lease of the real property with a common known address of 13999 601h Street N, Oak Park Heights, MN 55082. Assignee hereby accepts the assignment of Assignor's rights and interest under the Lease Agreement and assumes performance of all the terms, covenants, conditions and obligations of Assignor thereunder and after the date hereof. IN WITNESS WHEREOF, Assignor, Assignee, and Landlord have executed this Assignment and Assumption of Lease Agreement as of the 51h of November, 2025. "Assignor" MSR GROUP, LLC, a Michigan limited liability company By: Mohamed Sohoubah Its: Authorized Representative "Assignee" HyMN LLC aMinnes a limited` liability company By: Y Agil lmathil Its: Sole Member ASSIGNMENT OF OPTION TO LEASE AGREEMENT THIS ASSIGNMENT OF OPTION TO LEASE AGREEMENT (hereinafter called the "Option Assignment Agreement") is entered into by and between MSR GROUP LLC, a Michigan limited liability company, with an address of 5953 Chase Road, Dearborn, MI 48126 (hereinafter called the "Assignee"), and CNDev LLC, with an address of 1875 Mission St, Ste 103 #416, San Francisco, CA 94103 (hereinafter called the "Assignor" and with Assignee the "Parties") is entered into effective as of the latest execution of this Agreement (the "Effective Date"). Subject to the terms and conditions set out herein, Assignor hereby assigns to Assignee all of its rights pursuant to the Option Agreement, which is attached hereto as Exhibit B. AGREEMENT l . ASSIGNMENT AND ACCEPTANCE: Subject to Assignee's payments to Assignor of the amounts set out in the "Exclusive Option Term" section of the Option Agreement, Assignor hereby assigns to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's rights, title, and interest pursuant to that certain Lease Option Agreement ("Option Agreement") relating to 13999 60t' St N, Oak Park Heights, MN 55082 (hereinafter the "Option Property") with Hall & Hall Properties LLC ("Lessor"), dated October 291, 2025 and hereby incorporated by reference. 2. OPTION TERMS: The lease rate and all other terms for the lease of the Option Property shall be that price set out in the Option Agreement. Assignee agrees that the lease right pursuant to the Option Agreement is contingent upon Assignee making those certain payments to Lessor as are set out in the Option Agreement. Assignee agrees that Assignor shall have no obligation to make any payments due to Lessor under the Option Agreement, and Assignee shall have no recourse against Assignor in the event that Assignee is unable to exercise its option to lease the Option Property, and Assignee shall proceed only against the Lessor in the event of a breach by Lessor or other dispute regarding the Option Property. The term of the option is as set out in the Option Agreement. 3. EXCLUSIVITY OF OPTION. Assignor agrees not to assign any of its rights under the Option Agreement to any party other than Assignee. 4. LESSOR'S CONSENT REQUIRED. The effectiveness of the assignment described in Section 1 shall be contingent upon the consent of the Lessor under Section 5 of the Option Agreement; provided, however, that Assignee agrees that neither it nor any of its affiliates will enter into a lease with Lessor, nor otherwise circumvent if Assignor, if Lessor does not consent to such assignment. 5. NOTICE REQUIRED TO EXERCISE OPTION. Assignee may only exercise the option set out in the Option Agreement pursuant to the terms of the Option Agreement, including without limitation Sections 2 and 4 of the Option Agreement. 6. Intentionally Deleted. 7. ASSIGNMENT CONSIDERATION. The assignment consideration is Seventy Five Thousand Dollars ($75,000.00 USD) (the "Fee"), paid as follows: (a) Concurrently with Assignor and Assignee executing this Option Assignment Agreement, Assignee shall pay Assignor Twenty Thousand Dollars ($20,000 USD); (b) within thirty (30) days of receiving a retail storefront license or permit to operate, Assignee shall pay Assignor Ten Thousand Dollars ($10,000.00 USD); (c) within ten (10) days of the retail store opening to the public, Assignee shall pay Assignor Ten Thousand Dollars ($10,000.00 USD); and (d) within ninety (90) days of the retail store opening to the public, Assignee shall pay Assignor the remaining Thirty Five Thousand Dollars ($35,000.00 USD). The payments set out in this Section 7, once made, are: (a) non-refundable, even if Assignee fails to obtain a retail storefront license or permit, or for any other reason, unless Lessor does not consent to the assignment or the municipal approval is not obtained to no fault of their own and (b) shall be guaranteed by a natural person, subject to Assignor's approval, such approval not to be unreasonably withheld. Such personal guaranty is set forth in Exhibit A hereto and incorporated herein. Notwithstanding anything to the contrary, in the event assignee exercises the termination provision of the Option Agreement upon receiving Authorization to begin dispensing cannabis operations at its Medical Marijuana Treatment Center Dispensing Facility from City and State (as applicable), the full Assignment Consideration, as laid out in this Section 7, shall be due within two (2) business days. a. Assignee shall pay the Fee at and upon receiving all necessary entitlements to meet the Contingencies in the Option to Lease Agreement (the "Fee Due Date"). Should the closing under the Option Agreement not occur due to a default or delay by Assignee and Assignee does not pay the Fee on or before the Fee Due Date, Assignor may charge, in its sole discretion and without notice, a late fee of 10% of the balance of the Fee for each calendar month that the Fee remains unpaid. Such late fee shall accrue on the first day after the Fee Due Date, and shall compound on the first day of each calendar month thereafter until the Fee is paid in full. 8. NO REPRESENTATIONS OR WARRANTIES BY ASSIGNOR. Assignor makes no representations or warranties, express or implied, regarding the Lease Option or the subject matter thereof. Assignee acknowledges that it has conducted its own due diligence with respect to the Lease Option and accepts all risks associated with the same. Assignee agrees to defend, indemnify, and hold Assignor harmless from any claims or liabilities arising from any representations or warranties, whether known or unknown, related to the Lease Option. 9. RELEASE AND INDEMNIFICATION. The Parties agree that the intent of this Assignment is to release Assignor fully and unequivocally from any liabilities or obligations under the Lease Option. Accordingly, Assignee shall release Assignor from same, and shall defend, indemnify, and hold harmless Assignor, its affiliates, and their respective directors, officers, shareholders, employees, contractors, representatives, and agents from and against any liabilities, losses, investigations or inquiries, claims, suits, damages, costs, and expenses (including without limitation, reasonable attorneys' fees and expenses) as set forth in this Assignment and otherwise arising from or related to: (a) Assignor's liabilities and obligations under the Lease Option; (b) Assignee's performance or failure to perform as required by this Assignment or the Lease Option; and (c) Assignee's acts or omissions, or any of Assignee's representations or warranties, contained in this Assignment. 10. REMEDIES UPON DEFAULT. (a) In the event of any breach by Assignee or Assignor of this Option Assignment Agreement, the non -breaching party shall have the right to pursue all remedies available at law or in equity. (b) All of the terms and conditions of the Option Agreement must be complied with by Assignee in order for this option to be enforceable by the Assignee. In the event the Option Agreement conflicts with any part of this Option Assignment Agreement, the terms and conditions of this Option Assignment Agreement shall be superior and prevail. 11. UNDEFINED TERMS. Any terms not defined in this Option Assignment Agreement shall have the meaning assigned to them in, and be subject to, the Option Agreement. 12. COMMISSIONS. There will be no real estate commissions paid as a result of this transaction. 13. MODIFICATION. Any modification of any portion of this Option Assignment Agreement must be made in writing signed by both parties. 14. REFERENCES IN WORDING. Plural references made to the parties involved in this Option Assignment Agreement may also be singular, and single references may be plural. These references may also apply to Assignee and Assignor heirs, executors, administrators, successors as the case may be. 15. SURVIVAL. This Option Assignment Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 16. SEVERABILITY. In the event any term of this Option Assignment Agreement is held to be invalid or unenforceable, such term or terms shall be null and void and shall be severed from this Option Assignment Agreement. All remaining terms of this Option Assignment Agreement shall remain in full force. 17. ASSIGNMENT. Either Party may assign this Option Assignment Agreement upon written notice to the other Party. No assignment of this Option Assignment Agreement shall relieve either Party of its obligations hereunder. 18. ENTIRE AGREEMENT. As written, this Option Assignment Agreement constitutes the final entire agreement between Assignee and Assignor. No further agreements have been made with respect to this Option Assignment Agreement, and any additional agreements shall be required to be in writing executed by both parties. 19. ACKNOWLEDGMENT. The undersigned Assignee and Assignor hereby acknowledge that they have read this Option Assignment Agreement, understand it, agree to it and have been given an executed copy. 20. CHOICE OF LAW AND VENUE; ATTORNEYS' FEES. This Option Assignment Agreement shall be construed according to the laws of the State of Minnesota. All parties agree that the venue for any dispute regarding this Option Assignment Agreement shall be the state courts of San Francisco County, California. In the event of any litigation in connection with this Option Assignment Agreement, the prevailing party shall be entitled to recover its attorneys' fees and court costs from the other party. 21. COUNTERPARTS. This Option Assignment Agreement may be executed in any number of counterparts, and each counterpart shall be deemed to be an original instrument, but all such counterparts shall constitute but one instrument. Facsimile, other electronic transmissions of signed copies of this Option Assignment Agreement, and digital signatures shall be deemed to be as valid and effective as original signatures. AGREED TO AND ACCEPTED BY ASSIGNOR Date 11/03/2025 ,cur fNuv 3, 202513 2919 PST) Signed Name and Title: ASSIGNEE Date: 11/03/2025 M013al- ih %fiv 3, 2025 16:39:33 EST) Signed Name and Title: Mohamed Sohoubah Julian Moncur, Managing Member CEO Exhibit A AGREEMENT OF PERSONAL GUARANTY ("GUARANTY") The undersigned Mohamed Sohoubah ("Guarantor(s)"), in consideration of Assignor entering the foregoing Assignment Agreement with Assignee, do hereby jointly, severally, and unconditionally guarantee: (1) payment of the Assignment Consideration; and (2) Assignee's performance of all its obligations, under the terms of the Assignment Agreement. Guarantor(s) agree that Assignor is not required to provide notice to Guarantor(s) or seek enforcement against Assignee for any breach or default of the Assignment prior to seeking enforcement of this Guaranty in a court of law. In the event of enforcement against Guarantor(s), all provisions of the Assignment shall apply to Guarantor(s) with equal force. It is the express intent of the Guarantor(s) that this Guaranty be, and hereby is, incorporated into the Assignment. i`•l oha F Sohaubalt (Nov3 202S Lo 39 33 EST' Name: Mohamed Sohoubah Date: 11/03/2025 Name: Date: �N 2T CANN3ry Binding Letter of Intent / Option to Lease Agreement 13999 60th St N, Oak Park Heights, MN 55082 AGREEMENT 1. Grant of Option. Optionor hereby grants to Optionee an exclusive option to lease the Premises, upon the following terms and conditions: onor onee Effective Date Exclusive Option Term Hall & Hall Properties LLC CNDev, LLC or its assignee. The Effective Date of this Agreement shall be the date of the latest signature below, During the Option Term, Optionee shall have the sole and exclusive right to lease the Premises pursuant to the terms and conditions of this Agreement. The Option Term shall initially include the Viability Discovery Period and the Option Term. Period Dates Payments Viability 30 days from the $100 paid upon Discovery Period Last Signature execution of this Date. agreement Option Term 6 months from the $1-500-ri7 per u expiration of the month while the Diligence Period. Option is in effect At any time during the Viability Discovery Period, and for any reason or no reason, Optionee may terminate this Agreement upon written notice to Optionor. Optionee may terminate the Option Term for any reason or for no reason upon 15 days' written notice to Optionor. Any monies due shall be payable as prorations based on the cancellation date, and not calculated on a monthly calendar basis. If Optionee misses an Option Payment during the Option Term, Optionor shall provide written notice to Optionee_ Upon receipt of notice, Optionee shall have ten (10) Option to Lease Hall & Hall Properties LLC 13999 60th St N. Oak Park Heights, MN 55082 Premises Lease Commencement Lease Rate Lease Term business days to cure la#e O tion F'a ment. The Premises, more particularly described as the real property located at 13999 60th St N, Oak Park Heights, MN 55082, consist of approximately 1,665 net usable square feet. Optionor agrees to reasonably consent to, execute, or ccniply with requests for access to the Premises for the purposes of marketing and permitting with reasonable notice and during normal business hours. The "Lease Commencement Date" shall be the date Optionee exercises the option to lease the Premises as described herein above. 2- The Base Rent for the Premises shall be $2.69fsq.ft., per month ($3,330.00 per month), NNN ("Base Rent). Rent _ shall increase at a rate of 3% er year. The initial Lease Term will begin on the Lease Commencement Date and end on the ?M4W- (30� anniversary of the Lease Commencement Date (the "Initial Term"). Tenant Improvement Credits/ Buildout Allowance Optionee shall have Term for a_period of " None. 0,YJ e, / 54VE k5)-options to renew the Lease riVC, .5 �, each. 2. Confidentiality. The terms of this Agreement and all aspects of the transactions described herein are strictly confidential and will not be communicated to any person or entity without prior written consent from the other party. Notwithstanding the foregoing, Optionee will provide a copy of this Agreement with redacted financial provisions will be provided to any assignee, designee, or sublessee of Optionee the parties may engage advisors, consultants, attorneys, and accountants, and Optionee may disclose information to prospective lenders or investors and either party may make disclosures which are required by law or regulation or explicitly set out herein. 3. Optionee's right to secure Entitlements. During the Option Term, including any renewal Option Terms, Optionee (or its designees, tenants, successors and/or assigns, if applicable) shall have the exclusive right to obtain any and all permits, licenses, approvals, decisions, letters, certificates, waivers, and variances that Optionee deems necessary to close the transaction or for Optionee's intended use of the Premises, including but not limited to those related to building, zoning, environmental, engineering, architectural, or any local, state, or federal requirements ("Entitlements"). Optionor agrees to cooperate timely, fully, and in good faith with Optionee's (or its designees, tenants, successors and/or assigns, if applicable) efforts to Obtain any Entitlements without limitation. Optionor's cooperation shall include, but is not limited to: (a) signing, Option to Lease Hall & Hall Properties LLC 13999 60th St N, Oak Park Heights, MN 55082 as owner of the Premises, all applications, affidavits, limited powers -of -attorney, agency agreements, commercial lease agreements, petitions, permits, approvals, and similar documents, as Optionee reasonably determines are necessary to secure Entitlements; and (b) providing access to the Premises as is reasonable; and (c) providing requested information in timely and complete manner. This section is material to this Agreement. 4. Exclusivity. The purpose of this Agreement is to provide Optionee with exclusive rights to and control of the Premises as of the Effective Date and to set forth certain terms of Optionee's right to enter into a Lease Agreement for the Premises by which Optionee or its assignee, designee, or sublessee may operate a permitted cannabis business at the Premises. The parties specifically acknowledge and agree that this Agreement, as of the Effective Date, is enforceable against the parties in accordance with its terms and acknowledge the sufficiency of the consideration received by Optionor in exchange for the grant of the options provided for herein. 5. Non -Circumvent. Optionor acknowledges that Optionee has expended considerable time and effort in identifying properties that may be suitable for cannabis retail businesses, and Optionor agrees not to circumvent Optionee by leasing or attempting to lease the Premises to any party other than Optionee or by interfering with Optionee's commercial relationship with any owner of the Premises. 6. Governing Law. This agreement shall be governed by and construed according to the laws of the State of Minnesota. 7. Intent of the Parties. The purpose of this Agreement is to provide Optionee with exclusive rights to lease the Premises as of the Effective Date and to set forth certain terms of Optionee's right to enter into a Lease Agreement for the Premises. The parties specifically acknowledge and agree that this Agreement, as of the Effective Date, is enforceable against the parties in accordance with its terms and acknowledge the sufficiency of the consideration received in the Viability Discovery Period by Optionor in exchange for the grant of the option to lease the Premises. 8. Termination of this Agreement. This agreement shall terminate upon the earlier of a. Optionee terminating this agreement through Section 1 above as laid out under Exclusive Option Term b. Optionee notifying the Optionor of intent to exercise the Option to Lease and have signed a lease agreement or c. Optionor shall have the right to cancel this agreement prior to any option term payment being made by Optionee if Optionor receives a bonafide non -cannabis offer that they want to accept. Upon termination the Optionor shall provide a copy of the bonafide offer to the Optionee within two (2) business days of notification to Optionee of offer. Within two (2) business days after receipt of bonafide offer, Optionee shall confine receipt and confirm the termination of this agreement if the offer is deemed bonafide. If Optionee determines the offer to not be bonafide, Optionee may request additional supporting documentation (including but not limited to Ownership documents, business experience/history, formation documents, proof of financial ability, etc). Option to Lease Hall & Hall Properties LLC 13999 60th St N, Oak Park Heights, MN 55082 Signature page to follow AGREED TO AND ACCEPTED BY: Optionee: Optionor: CNDev, LLC Hall & Hall Properties LLC Signed Date v Signed Date By: Keenan Soares By: Its: Managing Member Its: Authorized Signatory Email: Keenan@Cann.Dev Email: Option to Lease Hall & Hell Properties LLC 13999 60th St N, Oak Park Heights, MN 55082 Exhibit 3-A Project Narrative HyMN, LLC 202 North Cedar Street, Suite 1 Owatonna, MN 55060 November 21, 2025 The Planning Company LLC Attn: Scott D. Richards 3601Thurston Avenue North Suite 100 Anoka, MN 55303 RE: Project Narrative— Adult Use Cannabis Retail IFacilit, 13999 601' Street North, Oak Park Heiizhts, MN 55082 Dear Mr. Richards, As you have requested in your letter dated November 19, 2025, please see the following for the project summary and narrative detailing the operational plans, security plans, and additional factors such as noise, odor, customer transactions and cash handling. Executive Summary HyMN, LLC, owned and operated by Agil Elmathil, seeks approval to establish a licensed cannabis retail facility at 13999 60th Street North, Oak Park Heights, Minnesota. Our mission is to provide safe, legal, and compliant access to adult -use cannabis products while serving as a responsible partner to the City of Oak Park Heights. Mr. Elmathil brings extensive operational experience from Michigan's regulated cannabis industry, where he successfully managed cannabis operations under rigorous oversight. His proven ability to create and oversee compliant operations, anticipate regulatory scrutiny, and manage retail workflows ensures that HyMN, LLC will meet and exceed the standards set forth by the Minnesota Office of Cannabis Management (OCM). Our operations will be guided by Minnesota statutes, including Minn. Stat. § 342.12 (seed -to -sale tracking), Minn. Stat. § 342.24 (restricted access to cannabis facilities), and Minn. Stat. ch. 13 (Government Data Practices Act). HyMN, LLC is committed to transparency, accountability, and community trust. We will employ at least twenty staff members, operate daily from 9:00 AM to 9:00 PM, and implement strict protocols for inventory control, odor mitigation, cash management, and security. By combining Michigan -tested operational expertise with Minnesota's regulatory framework, HyMN, LLC will establish a retail site that is secure, compliant, and community -focused. Hours of Operation The retail facility will be open daily from 9:00 AM to 9:00 PM unless otherwise restricted by local ordinances and may change for holidays and other special events. These hours are designed to maximize accessibility for customers while minimizing late -night disturbances in the surrounding neighborhood. By closing at 9:00 PM, HyMN, LLC ensures that operations remain consistent with community standards and respectful of residential quiet hours. Noise and Odor HyMN, LLC recognizes that cannabis retail operations must be sensitive to community concerns regarding noise and odor. The facility will operate like any other retail facility so there is no expectation of unreasonable noise issues. There is no heavy equipment that will operate at this facility so there should be no expected issues with neighbors for noise complaints. Deliveries of incoming products will be restricted to daytime hours and all loading and unloading will be closely monitored to ensure compliance with local ordinances. Odor will be controlled through a specialized HVAC system equipped with carbon filtration and negative air pressure zones. This system will be maintained on a regular schedule to ensure effectiveness. Cannabis waste will be destroyed in accordance with Minn. Rule 4770.0700, which requires waste to be rendered unusable. Flower will be ground and mixed with inert material such as soil or kitty litter, and all destruction will occur in sealed areas to prevent odor release. Employees HyMN, LLC will employ a minimum of 20 staff members, including retail associates, inventory controllers, compliance officers, security personnel, and management. Each employee will undergo background checks, METRC training, and annual compliance refreshers. In accordance with Minn. Stat. § 342.24, only authorized cannabis workers will be permitted to enter restricted areas of the facility. Employee training will emphasize compliance, customer service, and safety. Quarterly refresher courses will ensure that staff remain current on Minnesota cannabis law, METRC protocols, and internal Standard Operating Procedures. This commitment to training reflects HyMN, LLC's belief that well - prepared employees are the foundation of a compliant and trustworthy retail operation. We will also have a manager on duty who is properly trained to handle any customers complaints that are received. Whether it is involving products sold, employee interactions, or some other identified issue, we will have a thorough Standard Operating Procedure which details the complaint is received, properly documented, and is immediately addressed to avoid any further issues. Such resolution will depend on the nature of the complaint, but HyMN, LLC shall thrive to bring the best customer service experience possible. Customer Transactions Every customer who enters the facility will be asked for a valid photo identification to prove that they are 21 years or older. The point of sale system HyMN will use, Dutchie POS, has a card reading feature where the drivers license or state ID will be scanned and their information will be logged for compliance with the state rules. Once checked in, the customer will either be asked to wait in the lobby for an available budtender (sales staff) or they will be immediately escorted into the next room which will be the sales floor. There will be no marijuana products within reach of the customers but there will be locked display cases with product behind glass or on shelves behind the counter with only employees having access to these products. The budtender will discuss with the customer what products they are seeking, answer any questions they may have, and provide guidance on new products that the customer may not be familiar with. It is HyMN's goal to have some of the best trained staff in the region and make it a destination for customers who seek out the best products available at the best prices. Once product selections have been made, the budtender will scan each item into the Dutchie POS to verify the items selected are pulled from the inventory correctly. The budtender will then ring up the customer, like any other retail transaction, and will leave with a stapled bag and receipt for the products purchased after paying for such products. All customer transactions will be processed through Dutchie POS integrated with METRC, Minnesota's statewide seed -to -sale tracking system. This is the same tracking system the State of Michigan utilizes so there is also familiarity and understanding in the operational requirements necessary to maintain strict compliance. This integration ensures that every sale is logged with package ID, strain, weight, and tax details, in full compliance with Minn. Stat. § 342.12. Daily reconciliations will be performed against METRC and bank deposits to guarantee accuracy and prevent diversion. By maintaining strict transaction protocols, HyMN, LLC will ensure that all sales are transparent, traceable, and compliant with state requirements. Cash Management Recognizing the cash -intensive nature of cannabis retail, HyMN, LLC will implement strict cash - handling protocols. Cash counts will be conducted under dual control at both opening and closing. Secure safes equipped with time -delay locks will be used to store funds, and armored transport will deliver cash to a local cannabis friendly financial institution either weekly or bi-weekly depending on the amount of cash that is on hand. All cash reconciliations will be performed against POS and bank records to ensure accuracy. To minimize the risks associated with cash, HyMN, LLC will seek out providers for debit and credit card payments. The issue at this present time with accepting credit or debit cards is that it violates the terms of service for Visa and MasterCard and any marijuana business caught accepting these types of payment methods will be banned for life. So while HyMN wishes to conduct card -based transactions, there are regulatory restrictions on doing so beyond HyMN's control. Security Plan Security is the cornerstone of HyMN, LLC's operations. We recognize that cannabis retail facilities must not only protect valuable inventory but also safeguard employees, customers, and the surrounding community. Our plan integrates physical infrastructure, personnel protocols, electronic systems, and incident response procedures into a comprehensive framework designed to exceed the requirements of the Minnesota Office of Cannabis Management. Physical Security Infrastructure The facility will be designed with multiple layers of physical protection. Cannabis inventory and waste will be stored in a reinforced vault constructed to meet or exceed industry standards for secure storage. The vault will be accessible only to authorized personnel whose credentials are verified through RFID- enabled badges. Controlled access zones will be established throughout the facility, including the retail floor, vault, backstock, and IT/data rooms. Each zone will be physically separated and electronically monitored to prevent unauthorized entry. All exterior doors and windows will be equipped with commercial -grade locks, reinforced frames, and intrusion detection sensors. The building will be surrounded by perimeter lighting designed to deter unauthorized access during non -operating hours. Deliveries of marijuana inventory and waste removal will occur through designated secure entry points, monitored by both staff and surveillance systems. Surveillance and Monitoring A comprehensive surveillance system will provide continuous coverage of all restricted areas, entrances, exits, and transaction points. Cameras will be positioned to eliminate blind spots and will record in high -definition with infrared capability for low -light conditions. Video footage will be retained for a minimum of ninety days, consistent with Minnesota Office of Cannabis Management requirements, and will be stored in a tamper -proof digital archive accessible only to compliance and security managers. The surveillance system will be integrated with motion detection alerts, enabling real-time monitoring of unusual activity. Security staff will have access to live feeds during operating hours, and management will be able to review archived footage remotely through secure, encrypted connections. Access Control and Personnel Security Employee access will be governed by a strict role -based authorization system. Each employee will be issued an identification badge embedded with RFID technology, which will be required for entry into restricted zones. Badge issuance will be controlled by the Compliance Manager, and all authorizations will be documented in accordance with Minn. Stat. § 342.24, which limits entry to cannabis workers, regulators, contractors, or emergency responders. Access rights will be time -bound and purpose -specific. For example, inventory controllers may be authorized to enter vault areas during designated hours, while retail associates will be restricted to the sales floor, break room, and other less secure areas. Dual -control protocols will be enforced for sensitive activities such as vault entry, cash handling, and waste destruction, ensuring that no single employee can perform these tasks without oversight. Certain staff members will have additional duties as security personnel. They will be present during all operating hours. Their responsibilities will include monitoring customer behavior, assisting with incident response, and ensuring compliance with access protocols. All security staff will undergo background checks and specialized training in cannabis facility regulations, conflict de-escalation, and emergency response. Incident Response and Reporting HyMN, LLC will maintain a written incident response protocol that addresses theft, diversion, suspicious activity, and emergencies. Any incident will be documented in detail, including the time, location, personnel involved, and corrective actions taken. Immediate notification will be made to local law enforcement and the Minnesota Office of Cannabis Management, when required. In the event of theft or diversion, the Compliance Manager will initiate an internal investigation within twenty-four hours, reviewing surveillance footage, access logs, and transaction records. Findings will be documented in a corrective action report, and remedial measures will be implemented promptly. For emergencies such as fire or medical incidents, staff will follow established evacuation and response procedures, with designated roles for communication, first aid, and coordination with emergency responders. Auditing and Continuous Improvement Security protocols will be subject to quarterly internal audits, during which access logs, surveillance footage, and incident reports will be reviewed for anomalies. Any deviations will trigger corrective action plans with deadlines for resolution. Annual external audits will be conducted by independent security consultants to validate the effectiveness of our systems and recommend improvements. HyMN, LLC will also conduct regular drills to test staff readiness for incidents such as attempted theft, unauthorized entry, or emergency evacuation. These drills will be documented and evaluated to identify areas for improvement. Continuous monitoring of regulatory updates will ensure that our security plan evolves in alignment with Minnesota law and industry best practices. Summary of Commitment Through layered physical infrastructure, advanced surveillance, strict access control, and rigorous incident response, HyMN, LLC will operate a facility that is secure, compliant, and transparent. By embedding statutory requirements into daily practice and leveraging Agil Elmathil's proven experience in Michigan's regulated cannabis industry, HyMN, LLC will ensure that the City of Oak Park Heights can trust our retail site as a responsible and well -protected establishment.