EVANSCUTLER ATTORNEYS Richard M. Evans Michael D. Cutler

90 Conz Street (Office Commons 2d floor) Northampton, Massachusetts 01060-4131

Office Telephone Number: (413) 584-5111 Cutler's E-mail: Cutler@EvansCutler.com

Cutler's Cellphone: (617) 816-6056

October 18, 2017 By Overnight Mail

Department of Public Health Attention: Medical Use of Marijuana Program, RMD Applications 99 Chauncy Street, 11 '" floor Boston MA 02111

RE: 3 RMD applications of Life Essence, Inc.

Dear Sir/Madam:

!192017

With this letter I confirm my appearance as counsel - and contact person for Life Essence, Inc. and its application with DPH for a RMD license at three locations - replacing the applicant­corporation's former attorney, Robert Carp.

I write to reply to your agency's letter - by Health Care Safety and Quality Bureau Director, Attorney Eric Sheehan, dated April 18, 2017, to Attorney Carp- identifying information needed by DPH to complete its evaluation ofRMD-applicant Life Essence's Management and Operations Profile. This reply uses the numbers below, corresponding to the information request numbering in DPH's foregoing Ap1~! l8 letter, as to each of the applicant's three RMD locations applications.

With this submission of the enclosed supplemental information, I seek DPH completion of its evaluation of Life Essence's Management and Operations Profile; please advise me of your receipt of this information, and a prediction of how long the agency expects to take to complete this stage of the RMD application process.

A. Application one of three:

I. Articles of Organization: Enclosed (Ex. A 1 ).

2. Employment and Education form for CFO Robert Liedke: Enclosed (Ex. A2).

3. Employment and Education form for Jason Hancock: Enclosed (Ex. A3).

4. Section D and Financial Account Summary for Heidenberg and Goodman: Enclosed (Ex. A4).

5. Question E.27 Response (transport monitoring): Enclosed (Ex. AS).

6. Question E.30 Response (confidentiality): Enclosed (Ex. A6).

The Law Offices of EvansCutler

RE: 3 RMD applications of Life Essence. Inc. October 18, 2017 Page Two

7. Section F/MOP (bank account ownership), and Character and Competency and background check forms for Goodman: Enclosed (Ex. A 7).

8 and 9. Independent NPC legal opinion: Enclosed (Ex. AS).

B. Application two of three:

I. Articles of Organization: Enclosed (Ex. B 1 ).

2. Certificate of Good Standing: Enclosed (Ex. B2).

3. Bylaws: Enclosed (Ex. B3).

4. Employment and Education form for CFO Robert Liedke: Enclosed (Ex. B4).

S. Employment and Education form for Jason Hancock: Enclosed (Ex. BS).

6. Section D and Financial Account Summary for Heidenberg and Goodman: Enclosed (Ex. B6).

7. Question E.27 Response (transport monitoring): Enclosed (Ex. B7).

8. Question E.30 Response (confidentiality): Enclosed (Ex. BS).

9. Section F/MOP (bank account ownership), and Character and Competency and background check forms for Goodman: Enclosed (Ex. B9).

I 0 and 11. Independent NPC legal opinion: Enclosed (Ex. B 10).

C. Application three of three:

I. Articles of Organization: Enclosed (Ex. CI).

2. Certificate of Good Standing: Enclosed (Ex. C2).

3. Bylaws: Enclosed (Ex. C3).

4. Employment and Education form for CFO Robert Liedke: Enclosed (Ex. C4).

S. Employment and Education form for Jason Hancock: Enclosed (Ex. CS).

The Law Offices of EvansCutler

RE: 3 RMD applications of Life Essence, Inc. October 18, 2017 Page Three

6. Section D and Financial Account Summary for Heidenberg and Goodman: Enclosed (Ex. C6).

7. Question E.27 Response (transport monitoring): Enclosed (Ex. C7).

8. Question E.30 Response (confidentiality): Enclosed (Ex. C8).

9. Section F/MOP (bank account ownership), and Character and Competency and background check forms for Goodman: Enclosed (Ex. C9).

I 0 and 11. Independent NPC legal opinion: Enclosed (Ex. C 10).

Sincerely,

Attorney for Life Essence, Inc.

cc: Jeffrey Greenbaum, Esq., CEO/Life Essence, Inc. Encl.: RMD application supplemental materials (Ex. Al-A2, Bl-BIO, Cl-ClO) MDC/ac DPH171018 cvl.doc

RE: 3 RMD applications of Life Essence. Inc. October 18, 2017

Exhibit Al

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MA SOC Filing Number: 201600957110 Date: 10/21/2016 11 :46:00 AM

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The Commonwealth of Massachusetts William Francis Galvin

Minimum Fee: $35.00

Secretary of the Commonwealth, Corporations Division

One Ashburton Place, 17th floor

Boston, MA 02108-1512 Snecial Filing Instructions

Telephone: (617) 727-9640

~t'ticles ol Oig~nizqtion . - -. -- . - . - -. .

(Generli/l llaw§, ll)li§~ter tl8Ql _ -""'" ""~""'- ~ ~ "

. ,,, - - J - - - . - - - - ·- -Identification Number: 001244949

ARTICLE I

The exact name of the corporation is:

LIFE ESSENCE, INC.

ARTICLE II

The purpose of the corporation is to engage in the following business activities:

TO PROVIDE NOT FOR PROFIT HEALTH REFERRAL COUNSELING.

ARTICLE Ill

A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualifications and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

ARTICLE IV

Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its

-

voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows: (II there are no provisions state "NONE'1

Notes: The preceding four (4) atric/es are considered to be permanent and may only be changed by filing appropriate Articles of Amendment.

ARTICLE V The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.

ARTICLE VI

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

ARTICLE VII

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a. The street address (post office boxes are not acceptable} of the principal office of the corporation In Massachusetts is:

No. and Street: 1215 CHESTNUT STREET City or Town: NEWTON State: MA Zip: 02464 Country: USA

b. The name, residential street address and post office address of each director and officer of the corporation Is as follows:

Title

PRESIDENT

TREASURER

SECRETARY

VICE PRESIDENT

DIRECTOR

DIRECTOR

Individual Name First, Middle, Last, Suffix

JEFFREY GREENBERG ESQ.

JEFFREY GREENBERG ESQ.

HOWARD HEIDENBERG

HOWARD HEIDENBERG

JEFFREY GREENBERG ESQ.

Address (no PO Box)

c. The fiscal year (i.e., tax year) of the business entity shall end on the last day of the month of: December

d. The name and business address of the resident agent, if any, of the business entity Is:

Name: ROERTCARP No. and Street: 1215 CHESTNUT STREET

Expiration

10/2112036

10/21/2036

10/2112036

City or Town: NEWTON State: MA Zip: 02464 Country: USA

I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. .:! I/We do hereby fnrther certify that to the best of my/our knowledge the above-named officers have not ii been similarly convicted. If so convicted, explain: :j

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IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose 'I signatnre(s) appear below as incorporator(s) and whose name(s) and bnsiness or residential address :! (es) beneath each signature do hereby associate with the intention of forming this business entity under n the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organization as '! incorporator(s) this 21 Day of October, 2016. (If an existing corporation is acting as incorporator, type in ,1 +f-n ~~~~+,,.,...,,.,,,.,,.../'fl.,-, J..,,.,;ttn<'P nMtihi tho {'fnfo nr nthPr i11rif;'flirfinn WhPrP if WllS fnf:OYDOYQ{ed. fhe name "

of the person signing on behalf of said business entity and the title he/she holds or other authority by which such action is taken.) ROBERT CARP

© 2001 · 2016 Commonwealth of Massachusetts AU Rights Reserved

MA SOC Filing Number: 201600957110 Date: 10/21/2016 11:46:00 AM

THE COMMONWEALTH OF MASSACHUSETTS

I hereby certify that, upon examination of this document, duly submitted to me, it appears

that the provisions of the General Laws relative to corporations have been complied with,

and I hereby approve said articles; and the filing fee having been paid, said articles are

deemed to have been filed with me on:

October 21, 2016 11 :46 AM

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

RE: 3 RMD applications of Life Essence. Inc. October 18, 2017

Exhibit A2

I of j -Applicant Non-Profit Corporation I{_/ ~/e,_ £,";;,:s e...o:.1~

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

Residential Address

Title (at applicant non-profit corporation)

Name of Applicant Non-Profit Corporation

Highest Education Attained - Institution, Degree, and Year

AAt 5~;;t-//~ ~·V'e.4-.feo/ 13. Q, #/p /P;y-/ / .d~eH7¢;;Vz:.y /'f'r:j-

Management and Operations Profile - Employment and Education Form - Page 1

Applicant Non-Profit Corporation

Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Emplover Title Time Period

Signed under the pains and penalties of perjury, I agree and attest that all information included in this form is complete

Management and Operations Profile - Employment and Education Form - Page 2

RE: 3 RMD applications of Life Essence. Inc. October 18, 2017

Exhibit A3

I uf 1 Applicant Non-Profit Corporation f._.i Fl 4- f> EJ<i ( 'i. Lf\f C.

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

Residential Address

Title (at applicant non-profit corporation)

Name of Applicant Non-Profit Corporation

Highest Education Attained - Institotion, Degree, and Year

<5--rtwr /DLJ{{/ .f2.r;1~11+P JVuHi'cn,yf l-h1h SLi1Ml /-hc;-ls ci"'o / 01phm11

(,-r'Adu1-il I ti'L/

Management and Operations Profile - Employment and Education Form - Page I

Applicant Non-Profit Corporation _l-_i_r_t: __ t_·f_·s:_l_N_(_~_,_X_rJ_c_.

Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Emolover Title Time Period

5-f 117tJ6S <'

f (<R~fl-1 c~11vct_e --7 zoiz

Q.,,wi;Jt~n/ ..-- - . / ,tc.l'VI' C.I Ah) ;/bl d --7 ·z,002,

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Signed under the pains and penalties of perjury, I agree and attest that all information included in this form is complete and accurate. , J

4@c/l.v. 4;&~ /- s ·· I 7-Sire of the fu.dividual Date Signed

Management and Operations Profile - Employment and Education Form - Page 2

RE: 3 RMD applications of Life Essence. Inc. October 18, 2017

Exhibit A4

Application _I of :1 Applicant Non-Profit Corporation _L_._1_F_£ ___ ~_.-_'i_5_tf') __ C_~_.__·.~_,,J_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 Financial Type of Amount

Signature of Account Institution Account Account Holder

H()Wfll'J) f/t IPt 0P.>tll "t W<-lls f1io'30 \Q~ e,(OUv'"d-< -1l - . ~ I l ~· 1;1 e;<t; co 7

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-------- -------- TOTAL: $ 0.00 ----

Information on this page has been reviewed by the applican~ where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:

Application oflntent - Page 5

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Application _J_ of_]_ Applicant Non-Profit Corporation l,A f£- 'Z'>'?t':Al C ~ ·uc

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 Amouut oflnitial Capital Percentage of Initial

Committed Capital Committed

~""~ Jevi "'~ $ I SC:ro .rdo - /dD ~<> S "' "d '-1 G-ood f'{I a "' J ,} •

$

$

$

$

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and con1plete, as indicated by the initials of the authorized signatory here: AIJiY-

~ Manage1nent and Operations Profile - Page 32

RE: 3 RMD applications of Life Essence. Inc. October 18, 2017

Exhibit AS

Application _j_ of_)__ Applicant Corporation L-tFl

26. Provide a summary of the RMD's operating procedures for the storage of marijuana for medical use.

27. Provide a summary of the RMD's operating procedures for the transportation of marijuana for medical

Information on this page has been reviewed by the applic"(#;nd where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:

Management and Operations Profile -- Page 17

RE: 3 RMD applications of Life Essence. Inc. October 18, 2017

Exhibit A6

Application l_of 3 . ' )FL ""'er/• 1,-· L. , .l 30 p .d -- Applicant Corporation 1- L.. <:- 7 7ZJV '- <- . .,.,..._,., (. . rov1 e a summary of the RMD' s operati g d f) · ' qualifying patients, personal caregivers, a~d ~~~;:n~:~; a;~~::::a;:~~~r~~n~dl:~iality of registered

:.Co - 9v PPLf:--M.~ (-1 r~---{J _s.S>i L~-;17(--:~·- (N/llit'- i-;:·s;-p;;.v .5L fO '£ · ?:> o 0 rc= I 1t-z. f>At>d'i ,A;-& E"-"' Z_..JI AAl'i:> o F<CRl'fTio tJ > p ~a Ft 1rL 1

1..--11=:r-<i:.~Ftfi (~ 1-;llc.1' -A.6-i.J'f1S A-JJv ~Plo1ft> stf.A1-1.. C()/vtP1.--y V--'1T+i 10 0 CM R. ::f.). ), P> D CD)

1 vJ IM'T 1JJ f:v \1.!v1ATro/\/ i+; 1.-\) /3'i L-l Fz.

f>-HJJ c !:: , -r.i-i c.. 1+JJC!·J' R~&\ s-r{fl.. ~•\ 0-vf\1,-1~(1Ai er PA 11<. IJ\ s 1 t'·1'.P.>0N AL­cM "i.. G-1 v SR.~ -A .Alb 1) 1 sfl0'J S: Aft~ A 6-UJI 5 c;C4 tt i.. i... 9 ~ i+Z. \.D < o N ft pV\1'·11~ 1.-

ft-N \) Sf\-Al-L. JV()\ 17~ \:i\.SC1ro<;:~ i> Wl\~.J'\ \-1+-L WR\Ti€/IJ CoN'?S/S'° oJ:o 'ifK.. \.llfOllfl.P"A-L 'TO \.AllltJ,M. llft._ tNFORAi),,TlelJ (1-~fJLl'i.5', ,Ci(< 45 Q£t(v1~'

tJ r,/TJ f ~ ~ o fl_ fl!S<,_.Sv'A i\JT ·to {\N o fl-~"<.((.__ r~~M )\;; LOUP-T ol="

t:CJM.PZ.1<2.JJ\ _j{(.l._l.SQ\(.-(lel.N ,Pl\..o\/1t>~1:>-tto1..~-r.v0l-) T(-K..- v{JM /i!\A.-/

/\CC. (55 T~I".> t,Nftil<fl'\fT\10/\1 'LO cf\R.J,:{,1 c:> vT D FAL14-1... ~T\<2:. s.

31. Provide a summary of the RMD's personnel policies.

Information on this page has been reviewed by the applicanJha~d wh · · 'd d · · indicated by the initials of the authorized signatory here:~- etc p1ov1 e by the applicant, ts accurate and complete, as

Management and Operations Profile - Page 19

RE: 3 RMD applications of Life Essence. Inc. October 18, 2017

Exhibit A7

Application_\_ of _1_ Applicant Non-Profit Corporation v\ F!i:- 'Z>5~CE:_ 'J..NC

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 Amount of Initial Capital Percentage of Initial

Committed Caoital Committed

~c;r~cf0vi ~~ S'ct"'d"I G-ood(V)av,,

$ I ?cYCJ cfdo -.) ... ..) '

/dCl ~I.)

$

$

$

$

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and con1plete, as indicated by the initials of the authorized signatory here: ~

r- Manage1nent and Operations Profile - Page 32