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1010 Ryan just-healthy-inc-ai-1-2017-9-18-redactedCHARLES D. BAKER Governor KARYN E. POLITO Lieutenant Governor INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Chauncy Street, 11th Floor, Boston, MA 02111 APPLICATION OF INTENT Request for a Certificate of Registration to Operate a Registered Marijuana Dispensary ,,::; p 1£~ g?r '@. 9" s 2; '?·"" om ~~a;· MARYLOU 'Slt!!DERS Seoretarf MONICA BHAREL, MD, MPH Commissioner Tel: 617-660-5370 www.mass.gov/medicalmarljuana This application form is to be completed by any non-profit corporation that wishes to apply for a Certificate of Registration to operate a Registered Marijuana Dispensary ("RMD") in Massachusetts. If seeking a Certificate of Registration for more than one RMD, the applicant non-profit corporation ("Corporation") must submit a separate Application of Intent, all required attachments, and an application fee for each proposed RMD. Please identify each application of multiple applications by designating it as Application 1, 2 or 3 in the header of each application page. Please note that no executive, member, or any entity owned or controlled by such an executive or member, may directly or indirectly control more than three RMDs. However, even if submitting an Application of Intent for more than one RMD, an applicant need only submit one Character and Competency form for each required individual. Unless indicated otherwise, all responses must be typed into the application forms. Handwritten responses will not be accepted. Please note that character limits include spaces. Attachments should be labelled or marked so as to identify the question to which it relates. Each submitted application must be a complete, collated response, printed single-sided, and secured with a binder clip (no ring binders, spiral binding, staples, or folders). Mail or hand-deliver the Application of Intent, with all required attachments, the $1,500 application fee, and Remittance Form to: Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy Street, 11 •h Floor Boston, MA 02111 Application fees are non-refnndable and non-transferable. Application _I_ of_l__ Applicant Non-Profit Corporation _J~u=s~t =H=e=al=th=Y~·~I=nc~·-------- REVIEW Applications are reviewed in the order they are received. After a completed application packet and fee is received by the Department of Public Health ("Department"), the Department will review the information and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Department will notify the applicant whether they have met the standards necessary to be invited to submit a Management and Operations Profile. If invited by the Department to submit a Management and Operations Profile, the applicant must submit the Management and Operations Profile within 45 days from the date of the invitation letter. An applicant must receive an invitation to submit a Siting Profile within I year after submitting a Management and Operations Profile. PROVISIONAL CERTIFICATE OF REGISTRATION An applicant must receive a Provisional Certificate of Registration within I year of the date of the invitation letter to submit a Siting Profile. If the applicant does not meet the application review deadlines, the application will be considered to have expired. Should the applicant wish to proceed with obtaining a Certificate of Registration, a new application must be submitted, beginning with an Application of Intent, together with the associated fee. REGULATIONS For complete information regarding registration of an RMD, please refer to 105 CMR 725.100. It is the applicant's responsibility to ensure that all responses are consistent with the requirements of 105 CMR 725.000, et seq., and any requirements specified by the Department, as applicable. PUBLIC RECORDS Please note that all application responses, including all attachments, will be subject to release pursuant to a public records request, as redacted pursuant to the requirements at M.G.L. c. 4, § 7(26). QUESTIONS If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or I<Jyl_!)11pplication(ip2tatc.m[l,~'.l· Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated bv the initials of the authorized signatorv here: NP Application _l_ of _l__ Applicant Non-Profit Corporation ~Ju=s~t =H=e=a=lth=Y~·~I=n~c·~------- CHECKLIST The forms and documents listed below must accompany each application, and be submitted as outlined above: ~ A fully and properly completed Application of Intent, signed by an authorized signatory of the corporation ~A copy of the Corporation's Certificate of Legal Existence from the Massachusetts Secretary of State ~Financial account summary(ies) (as outlined in Section D) ~A bank or cashier's check made payable to the Commonwealth of Massachusetts for $1,500. ~ A completed Remittance Form (use template provided) ~ A completed and signed Character and Competency form (use template provided) for each of the following actors: • Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; individual/entity responsible for marijuana for medical use cultivation operations; individual/entity responsible for the RMD security plan and security operations; each member of the Board of Directors; each Member of the Corporation, if any; and each person and entity known to date that is committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, the Character and Competency Form must be completed and signed by the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors. Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated bv the initials of the authorized signatorv here: NP Application _1_ of _1__ Applicant Non-Profit Corporation _J~u=s"-t =H=e=al=th,,.y,_,,~I=n=c.,__ ______ _ SECTION A. APPLICANT INFORMATION 1. Just Healthy, Inc. Legal name of Corporation 2. Neil Phelan Name of Corporation's Chief Executive Officer 3. 56 Colbome Rd, Boston, MA 02135 Address of Corporation (Street, City/Town, Zip Code) 4. Neil Phelan Applicant point of contact (the person the Department should contact regarding this application) 5. 518-369-0542 Applicant point of contact's telephone number 6. neil@justhealthy.org Applicant point of contact's e-mail address 7. Number of applications: How many Applications of Intent do you intend to submit? l SECTION B. INCORPORATION 8. Attach a Certificate of Legal Existence from the Massachusetts Secretary of State, documenting that the applicant non-profit entity is incorporated as a non-profit in Massachusetts. SECTION C. CHARACTER AND COMPETENCY 9. Attach a Character and Competency form (use template provided) for each of the following actors: • The Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; individual/entity responsible for marijuana for medical use cultivation operations; individual/entity responsible for the RMD security plan and security operations; each member of the Board of Directors; each Member of the Corporation, if any; and each person and entity known to date that is committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, the Character and Competency Form must be completed and signed by the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors. Infonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated bv the initials of the authorized signatorv here: NP Application _1_ of_l__ Applicant Non-Profit Corporation ~Ju=s~t=H=e~a=lt=hY~·~I=n=c·~------- SECTION D. INITIAL CAPITAL REQUIREMENT Describe the sources, types, and amounts of required initial capital in the table below, showing that the Corporation has at least $500,000 in its control and available for this Application of Intent and at least $400,000 in its control and available for each additional Application of Intent, if any, as evidenced by bank statements, lines of credit, or financial institution statements. Add more tables if needed. If the required funds are being held in an account in the name of an individual or entity other than the Corporation, the individual or authorized signatory of the entity must provide their signature in the "Signature of Account Holder" column. Their signature below indicates that they are committing the amount of their funds identified in the table to the applicant. In addition to completing this table, submit a one-page financial account summary for each account listed below documenting the available funds, dated no earlier than 30 days prior to the date the Application of Intent was submitted to the Department. Name on Account Financial Type of Account Amount Signature of Institution Account Holder William Phelan-Turnberry Fidelity Investments Brokerage Account $500,000 tJ rf i:.7Bv ~rl-" Partners Lo $1 I $r $1 $1 $1 $1 __ .. _____ ------.. -Total $500,000.00 ---- Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated bv the initials of the authorized signatorv here: NP ,___- Application _l_ of_l__ Applicant Non-Profit Corporation --'J,_,u,,,,s"'-t =Hc:e=al=th""v~·~I=n=c·'--------- ATTESTATIONS Signed under the pains and penalties of perjury, I, the authorized signatory for the applicant non-profit corporation, agree and attest that all information included in this application is complete and accurate and that I have an ongoing obligation to submit updated information to the Department if the information presente · · has changed. Neil Phelan Print Name of Authorized Signatory Chief Executive Officer Title of Authorized Signatory 9/11/17 Date Signed I hereby attest that if the non-profit corporation is allowed to proceed to submit a Management and Operations Profile, the applicant non-profit corporation is prepared to pay a non-refundable application fee of $30,000 and the cost of all required background checks, and comply with all Management and Operatj t' P ifile requirements. Signature of Authorized Signatory Neil Phelan Print Name of Authorized Signatory Chief Executive Officer Title of Authorized Signatory 9/11/17 Date Signed Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated bv the initials of the authorized signatorv here: NP Application _1_ of_l__ Applicant Non-Profit Corporation _J~u=s~t =H~e~al~th_y~,_I_n_c. _______ _ I hereby attest that I understand that registered marijuana dispensaries are required to conduct background investigations of proposed Dispensary Agents, that such background investigations are subject to the Department's inspection and review, and that the applicant non-profit corporation will not engage the services of a Dispensary Agent that has ever been convicted of a felony drug offense in Massachusetts, or a like violation of s of another state, the United States, or a military, territorial, or Indian tribal Neil Phelan Print Name of Authorized Signatory Chief Executive Officer Title of Authorized Signatory 9/11/17 Date Signed Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatorv here: NP Pel'sonal Investing August 23, 2017 William P. Phelan Tumberry Partners Lp 6 Tumberry Ln Loudonville, NY 12211-1471 Dear Mr. Phelan: P.O. Box 770001 Cincinnati, OH 45277-0045 Thank you for contacting Fidelity Investments regarding your account value. I appreciate the opportunity to assist you. Please accept this letter as confhmation that, as of market close on August 22, 2017, you held a balance in excess of $500,000 in cash and securities within your Partnership account ending -This account is currently not restricted and you may withdraw any amount up to and including the full balance of the account at any time, pending the settlement of any applicable liquidating trade transactions. I hope you find this information helpful. If you have any questions regarding this issue or general inquiries regarding your account, please contact the Private Client Group Team at 800-544-5704 for assistance. Sincerely, iw<lJu~_ d' ,. ~- ' · Jordan Meek Personal Investing Operations Fidelity Brokerage Services LLC, Mc1nbers NYSE, SIPC, :3lt0 (Jonz/n&ztoeaftlv [!/' uFLas:sadu~ Jec1y;tat,y gf'thb Convnomoea!t!V Jtat& JlOtue; r7.lo,r,toa; Jf2a&r.aclzaJ:ett& 02/S!J Willian1 Francis Galvin Secretary of the Commonwealth To Whom It May Concern : I hereby certify that Date: September 14, 2017 JUST HEALTHY, INC. appears by the records of this office to have been incorporated nnder the General Laws of this Cmrunonwealth on September 14, 2017 (Chapter 180). I also certify that so far as appears of record here, said cmporation still has legal existence. Certificate Number: 17090260870 In testimony of which, I have herennto affixed the Great Seal of the Commonwealth on the date first above wiitten. /!'~~~ Secretary of the Commonwealth Verify this Certificate at: http://corp.sec.state.ma.us/CorpWeb/CertificatesNerify.aspx Processed by: