AI and MOP Revised Apps 1.2.3.2016 5.6 Mayflower

VGR Law Firm, PC

May 6, 2016

Medical Use of Marijuana Program Department of Public Health 99 Chauncy Street, 11 'h Floor Boston, MA 02111

Vicente Sederberg, LLC & VGR Law Firm, P.C.

109 State Street, Suite 404 Boston, MA 02109

¥1 CE NTE------=S EDE RB E RQ

Re: Mayflower Medicinals, Inc. Changes to Initial Capital Contribution (Applications 1 of 3, 2 of 3, and 3 of3)

To Whom It May Concern:

On behalf of Mayflower Medicinals, Inc. ("Mayflower"), please find enclosed the following documents, pursuant to the Department of Public Health's instructions for making changes to the initial capital contribution:

I) Updated Section D. Initial Capital Requirement Forms showing capital commitments from iAnthus Capital Management, LLC on Mayflower's Application of Intent for Applications I of 3, 2 of 3, and 3 of3;

2) A one-page verification of assets letter from Citizens Bank; 3) An original Character and Competency form for iAnthus Capital Management, LLC; 4) Updated responses to Questions 12 and 14 on Mayflower's Management and Operations Profile for

Applications I of 3, 2 of 3, and 3 of 3; 5) Updated Section F. Capital Contributors on Mayflower's Management and Operations Profile for

Applications I of 3, 2 of 3, and 3 of 3; and 6) A sealed envelope containing background check forms for iAnthus Capital Management, LLC.

Please be advised that the entirety of the initial capital contributions for Mayflower will now come from iAnthus Capital Management, LLC. Please do not hesitate to contact our office with any questions.

Thank you for your attention to this matter.

Very truly yours,

~~~,,{.~ Adam Fine, Esq.

ADF/tc Enclosures

VGR Law Firm, P.C. Phone: (617) 307-4728 Fax: (617) 307-4729

RECEIVED MAY 0 6 20\6

MA Dept. of Public Health 99 Chauncy Street Boston, MA 02111

Vicente Sederberg, LLC Phone: (617) 934-2121 Fax: (617) 514·0008

Muynowcr Mcdicinuls, Inc.

Application _I_ of_J _ Applicant Non-Profit Corporation----------------

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 Financial Account Institution

iAnthus Capital Citizens Bank Management, LLC

Type of Account

Business Checking

Amount

$ 500,000.00 I Signature of

Account Holder

TOT AL: s 500,000.00

Information on this page has been reviewed by the appli 1ere provided by the applicant. is accurate and complete, as indicated by the initials of the authorized signatory here

Application of Intent - Page 5

D Citizens Bank

ROP450 P.O. Box 7000 Providence, RI02940

IANTHUS CAPITAL MANAGEMENT LLC

Commercial Checking SUMMARY

Balance Calculation

urren ance Your next statement period wlll end on May 31, 2016.

1-800-862-6200 Call Citizens' PhoneBank anytime for account Information current rates and answers to your questions

Commercial Account Statement

0 Of 2

Beginning April 01 , 2016 through April 30. 2016

US702

IANTHUS CAPITAL MANAGEMENT LLC Business Checking -

Mnynowcr Medicinals, Inc.

Application _2_ of 1....... Applicant Non-Profit Corporation ~---------------





Name on Financial Account Institution


Type of Account

Business Checking

TOTAL:

Amount

$ 400,000.

$ 400,000.00

Information on this page has been reviewed by the app~d where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory he--

Application ofintent - Page 5

I~ Citizens Bank

ROP450 P.O. Box 7000 Providence,RI02940

• IANTHUS CAPITAL MANAGEMENT LLC


Current Balance Your next statement period will end on May 31, 2016.

Member FDIC @Equal Housing Lender

1-800-862-6200 Call C11 lzcns' PhoneBank anyllme for accoun1 lnformallon current mies and answers to your quesllOlls


0 Of 2

Beginning April 01, 2016 through Aprll 30, 2016

US702

IANTHUS CAPITAL MANAGEMENT llC

Mo)' llowcr Mcdicinols, Inc.

Application ..L. of 1..._ Applicant Non-Profit Corporation---------------





Name on Account

Financial Institution


Type of Account

Business Checking

TOTAL:

Amount

$ 400,000.00

$ 400,000.00

Signature of Account Holder

Information on this page has been reviewed by the appl~ where provided by the applicant, is accurate and complete, as indicated by the init ials of the authorized signatory her~

Application of Intent - Page S

IJ Citizens Bank

ROP450 P.O. Box 7000 Providence,Rl02940


en a nee Your next statement period will end on May 31, 2016.

1-800-862-6200 Call Clllzcos' PhoneBank anytime fOf accounl lnfonnallon current rates and answers to your qucslloos.


0 OF 2

Beginning April 01 , 2016 through April 30, 2016

US702

IANTHUS CAPITAL MANAGEMENT LLC Business Checking

Mayflower Medicinals, lnc.

Application J__ of _3 __ Applicant Non-Profit Corporation---------------

12. Please identify any agreements or contracts, executed or proposed, in which the applicant will engage in a Related Party Transaction and summarize the tenns of each such agreement.

s a Director on Mayflower's Board of Directors and is also a Co-Founder and Managing Director at iAnthus Capital Management, LLC, a capital contributor to Mayflower of greater than 5%

Chief Executive Officer of Mayflower and is a Director on Mayflower's Board of Directors and is irector at iAnthus Capital Management, LLC, a capital contributor to Mayflower of greater than 5%.

Hadley Ford is the Chief Financial Officer of Mayflower and is also a Co-Founder and Managing Director at iAnthus Capital Management, LLC, a capital contributor to Mayflower of greater than 5%.

It is expected that Mayflower will execute a promissory note with iAnthus Capital Management, LLC for all funds provided to the RMD. While the capital contributor lending terms have not yet been finalized, the interest rate will not exceed 18% per annum.

Upon finalization of the terms, Mayflower will provide the DPH with a copy of the agreement and an independent legal opinion that the agreement is in compliance with the non-profit requirements of I 05 CMR 725.IOO(A)(I) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance.

Information on this page has been reviewed by the ap indicated by the initials of the authorized signatory he

d where provided by the applicant, is accurate and complete, as

Management and Operations Profile - Page 6

MayOowcr Medicinals, Inc.

Application _I_ of l__ Applicant Non-Profit Corporation---------------

14. Please identify whether any members of the Board of Directors are serving as officials, executives, corporate members or board members for any management company, investor or other third party proposed to contract or otherwise conduct business with the proposed RMD.

s a Director on Mayflower Medicinals Board of Directors and is also a Co-Founder and Managing Director at iAnthus Capital Management, LLC, a capital contributor to Mayflower Medicinals of greater than 5%.

Director on Mayflower Medicinals Board of Directors and is also a Managing Director at iAnthus anagement, LLC, a capital contributor to Mayflower Medicinals of greater than 5%.


here provided by the applicant, is accurate and complete, as


Mayflower Mcdicinnls, Inc.

A I .. I of_3 .. pp 1cation - ·-· _ Applicant Non-Profit Corporation---------------

SECTION F. CAPITAL CONTRIBUTORS

List all persons and entities known to date that are committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, list the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors.

Attach additional tables if needed.

Individual Name

NIA

NIA

NIA

NIA

NIA

Information on this page has been reviewed by the appl' indicated by the initials of the authorized signatory her

Amount of Initial Capital Percentage of Initial Committed Capital Committed

$

$

$

$

$

nd where provided by the appl icant, is accurate and complete, as


Mnyflower Medicinals, Inc.

I. . I ot·_3 __ App 1cat1on __ Applicant Non-Profit Corporation---------------

Entity Name

iAnthus Capital Management, LLC

Leadership Names

Entity President/Chair: iAnthus Capital Management, LLC does not have a President/Chair.

Entity CEO/ED:

Entity President/Chair:

Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


$

$

$

$

Amount of Initial Capital

Committed

500,000.00

Percentage of Initial Capital

Committed

100

Information on this page has been reviewed by the ap indicaled by the initials of the authorized signatory he



Mayflower Medicinals, Inc.

Application _2_ of_3 __ Applicant Non-Profit Corporation---------------

12. Please identify any agreements or contracts, executed or proposed, in which the applicant will engage in a Related Party Transaction and summarize the terms of each such agreement.

s a Director on Mayflower's Board of Directors and is also a Co-Founder and Managing Director at Management, LLC, a capital contributor to Mayflower of greater than 5%

Chief Executive Officer of Mayflower and is a Director on Mayflower's Board of Directors and is irector at iAnthus Capital Management, LLC, a capital contributor to Mayflower of greater than 5%.

Hadley Ford is the Chief Financial Officer of Mayflower and is also a Co-Founder and Managing Director at iAnthus Capital Management, LLC, a capital contributor to Mayflower of greater than 5%.

It is expected that Mayflower will execute a promissory note with iAnthus Capital Management, LLC for all funds provided to the RMD. While the capital contributor lending tenns have not yet been finalized, the interest rate will not exceed 18% per annum.

Upon finalization of the tenns, Mayflower will provide the DPH with a copy of the agreement and an independent legal opinion that the agreement is in compliance with the non-profit requirements of 105 CMR 725.IOO(A)(I) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance.

Information on this page has been reviewed by the a indicated by the initials of the authorized signatory h




Application l..._ of _3 __ Applicant Non-Profit Corporation---------------


9 • I • 1

I 4 • J

a Director on Mayflower Medicinals Board of Directors and is also a Co-Founder and Managing s Capital Management, LLC, a capital contributor to Mayflower Medicinals of greater than 5%.

a Director on Mayflower Medicinals Board of Directors and is also a Managing Director at iAnthus nt, LLC, a capital contributor to Mayflower Medicinals of greater than 5%.


where provided by the applicant, is accurate and complete, as


Moyflowcr Mcdicinols, Inc.

. . 2 3 Apphcat1on __ of_ Applicant Non-Profit Corporation ______________ _




Individual Name

NIA

NIA

NIA

NIA

NIA



$

$

$

$

$



Maynower Medicinals, Inc.

A I. . 2 ot·_3_ pp 1cat1on __ Applicant Non-Profit Corporation---------------

Entity Name


Leadership Names


iAnthus Capital Management, LLC does not have a President/Chair.

Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


$

$

$

$


Committed

400,000.00


Committed

JOO

Information on this page has been reviewed by lhe a indicated by the initials of the authorized signatory h

here provided by the applicant, is accurate and complele, as


Mnyllowcr Medicinals, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation---------------

12. Please identify any agreements or contracts, executed or proposed, in which the applicant will engage in a Related Party Transaction and summarize the terms of each such agreement.

a Director on Mayflower's Board of Directors and is also a Co-Founder and Managing Director at anagement, LLC, a capital contributor to Mayflower of greater than 5%

s Chief Executive Officer of Mayflower and is a Director on Mayflower's Board of Directors and is anagmg irector at iAnthus Capital Management, LLC, a capital contributor to Mayflower of greater than 5%.

Hadley Ford is the Chief Financial Officer of Mayflower and is also n Co-Founder and Managing Director at iAnthus Capital Management, LLC, a capital contributor to Mayflower of greater than 5%.

It is expected that Mayflower will execute a promissory note with iAnthus Capital Management, LLC for all funds provided to the RMD. While the capital contributor lending terms have not yet been finalized, the interest rate will not exceed 18% per annum.

Upon finalization of the terms, Mayflower will provide the DPH with a copy of the agreement and an independent legal opinion that the agreement is in compliance with the non-profit requirements of 105 CMR 725.IOO(A)(l) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance.

Information on this page has been reviewed by the app · indicated by the initials of the authorized signatory her




Application _3_ of_3 __ Applicant Non-Profit Corporation---------------


a Director on Mayflower Medicinals Board of Directors and is also n Co-Founder and Managing us Capital Management, LLC, a capital contributor to Mayflower Medicinals of greater than 5%.

s a Director on Mayflower Medicinals Board of Directors and is also a Managing Director at iAnthus Capital Management, LLC, a capital contributor to Mayflower Medicinals of greater than 5%.


d where provided by the applicant, is accurate and complete, ns



I. . 3 f 3 App 1cahon __ o __ Applicant Non-Profit Corporation--~------------




Individual Name

NIA

NIA

NIA

NIA

NIA

Information on this page has been reviewed by the appl indicated by the initials of the authorized signatory here


$

$

$

$

$

d where provided by the applicant, is accurate and complete, as



A I. . 3 of_3~pp 1cat1on __ Applicant Non-Profit Corporation---------------

Entity Name


Leadership Names

Entity President/Chair: iAnthus Capital Management, LLC does not have a President/Chair.

Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


$

$

$

$.


Committed

400,000.00


Committed

100

Information on this page has been reviewed by the appli indicated by the initials of the authorized signatory here



Documents

AI and MOP Revised Apps 1.2.3.2016 5.6 Mayflower