BeWell Organic Medicine, Inc - Application of Intent 1 · On behalf of BeWell Organic Medicine, Inc., kindly find enclosed the Application of Intent for the purpose of obtaining a

Hon. Mary McCauley Manzi (Rel.) Vincent C. Manzi, Jr. Maria Bonanno James M. Bowers

VIAFEDEX

II Manzi Bonanno & Bowers ---ATTORNEYS AT LAW---

280 Menimack Street, Suite B Methuen, Massachusetts 01844

July 24, 2017

Medical Use of Marijuana Program RMD Applications 99 Chauncy Street, ll'h floor Boston, MA 02111

RE: BeWell Organic Medicine, Inc. RMD Application of Intent

Dear Sir/Madam:

tel: 978.686.9000 fax: 978.794.9628

Real Estate fax: 888.655.3060

Of Counsel Charles Scott Nierman

Rachel L. Judkins Alex Moskovsky

JUL 2 s 2or1

Paralegal Jennifer M. Boylan

Paulina Taveras

MA .Qept. ol h.1!.1!lc Hoalth 99 Chauney ~:itrE:;sl Boston, M1\ O? 11 i

On behalf of BeWell Organic Medicine, Inc., kindly find enclosed the Application of Intent for the purpose of obtaining a registered marijuana dispensary license. A check for $1,500.00, payable to the Commonwealth of Massachuetts, is enclosed.

Thank you for your assistance. Please telephone me should you have any questions.

JMB/pt Enclosures

Ve,--~~ur~-~-t~-=--~ amesM.ko~

CHARLES 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, 11 1

h Floor, Boston, MA 02111

APPLICATION OF INTENT Request for a Certificate of Registration to

Operate a Registered Marijuana Dispensary

MARYLOU SUDDERS Secretary

MONICA BHAREL, MD, MPH Commissioner

Tel: 617-660-5370 www.mass.gov/medlcalmarljuana

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, 11th Floor

Boston, MA 02111

Application fees are non-refundable and non-transferable.

Be Well Organic Medicine, Inc

Application _I_ of_!_ Applicant Non-Profit Corporation----------------

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 l 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 l 05 CMR 725.l 00.

It is the applicant's responsibility to ensure that all responses are consistent with the requirements of I 05 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 [email protected].

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

Application oflntent - Page 2


Application _I_ of_!_ Applicant Non-Profit Corporation----------------

CHECKLIST

The forms and documents listed below must accompany each application, and be submitted as outlined above:

0 A fully and properly completed Application of Intent, signed by an authorized signatory of the corporation

0 A copy of the Corporation's Certificate of Legal Existence from the Massachusetts Secretary of State

0 Financial account summary(ies) (as outlined in Section D)

0 A bank or cashier's check made payable to the Commonwealth of Massachusetts for $1,500.

0 A completed Remittance Form (use template provided)

0 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 by the initials of the authorized signatory here: CJS



l . . 1 f 1 App 1cat10n _ o Applicant Non-Profit Corporation----------------

SECTION A. APPLICANT INFORMATION

I. Be Well Organic Medicine, Inc.

Legal name of Corporation

2. Charles J Saba

Name of Corporation's Chief Executive Officer

3. 280 B Merrimack Street Methuen MA 01844

4.

5.

6.

Address of Corporation (Street, City/Town, Zip Code)

Charles J Saba

Applicant point of contact (name of person the Depai1ment should contact regarding this application)

9783768447

Applicant point of contact's telephone number

[email protected]

Applicant point of contact's e-mail address

7. Number of applications: How many Applications of Intent do you intend to submit? _ 1_

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.

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 signatory here: CJS



Application _I _of_! _ 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 Type of Amount

Signature of Account Institution Account Account Holder

Jennifer Napolitano NFS,LLC Revocable Trust $ 1,689 ,077.35( ~t~~(l, '-- J

Arthur Napolitano, Ohio National

my~ Jr. SEP IRA $ 723,500.47

Jennifer Napolitano Morgan Stanley Active Assets Acct. $ 706,8le·'6 ), ()

/ ~cvVvV\ c~

' '-..-.... __ ~·

-------- -------- TOTAL: $ 3,119,397.56 ----

Information on this page has been reviewed by the applicant,_ a~here provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: t:...-:.:.l /

Application of Intent - Page 5

rt<

r-

BeWell Organic Medicine, Inc

Application _1 _of

1 Applicant Non-Profit Corporation ______________ _

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 ifthe information pre~'nted;yith'p th. is a plication has changed.

// . . 07/21/2017

Charles J Saba

Print Name of Authorized Signatory

CEO/President

Title of Authorized Signatory

Date Signed

I hereby attest that ifthe 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 Operati~lr · tie d Siting Profile requirements.

) \ ' 07/22/2017 v ,_ f

ature of Autho Date Signed

Charles J Saba


CEO/President


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 viola~n o ·the laws pf another state, the United States, or a military, territorial, or Indian tribal autbetjty. • / !

I J

Charles J Saba


CEOPresident


07/21/2017

Date Signed

Infonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accmate and complete, as indicated by the initials of the authorized signatory here: CJS

Application of Intent - Page 6

William Francis Galvin Secretary of the Commonwealth

fYh~ (Jommontoeafth, [!/' Jfk88achtl8etf8'

Jec/cetay [!/thD <Jomm01Zcoea!th Jtate .<Jl:OaJ'e, 9Jo.sto1z, ./ff{[J'J'actf_ttJ'ettJ' 02/c'lS

Date: July 20, 2017

To Whom It May Concern :

I hereby certify that according to the records of this office,

BEWELL ORGANIC MEDICINE, INC.

is a domestic corporation organized on August 20, 2013

I further certify that there are no proceedings presently pending under the Massachusetts Gen-

era I Laws Chapter 180 section 26 A, for revocation of the charter of said corporation; that the

State Secretary has not received notice of dissolution of the corporation pursuant to Massachu-

setts General Laws, Chapter 180, Section 11, I IA, or l IB; that said corporation has filed all

annual reports, and paid all fees with respect to such reports, and so far as appears of record said

corporation has legal existence and is in good standing with this office.

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

;;~~~~ Secretary of the Commonwealth

Certificate Number: l 7070330630

Verify this Cettificate at: http://corp.sec.state.rna.us/Corp Web/Certificates/Verify.aspx

Processed by:

7/21/2017 Mass. Corporations Division, payment confirmation

Corporations Division

Payment Confirmation Date: 7 /21/2017

Confirmation date/time:

Confirmation number:

Invoice number:

Payment ID number:

Transaction ID number:

Transaction category:

Transaction type:

Filing fee:

Expedited service fee:

Total fee:

7 /21/2017 11:09:01 AM

202078

50101180004484923777358

5569568

448492

Certificates

Certificate( s) Request

$12.00

$3.00

$15.00

Thank you for ordering your certificate/certified copy online. Note that all orders are subject to verification. If the entity does not meet the legal criteria necessary to issue a certificate or if a copy of the requested document is not available, your order may be rejected, at which time you may request a refund for your payment. The Corporations Division will contact you by e-mail or phone if there is a problem with fulfilling your order.

E-check transactions require final approval from your bank. Such approval may take 7 to 10 business days. If the payment is returned, you will be billed for the transaction at that time.

If you have any questions about your request, contact our office:

https://corp.sec.state.ma.us/corpweb/payment/confirmation.aspx

• phone: 617-727-9640

• email: [email protected]

1/1

7/21/2017 Mass. Corporations, external master page


Business Entity Summary

l---- ------------------------] Request certificate ·-·-··----~·--·----·--""''' _________ ----ID Number: 463466824

Summary for: BEWELL ORGANIC MEDICINE, INC.

The exact name of the Nonprofit Corporation: BEWELL ORGANIC MEDICINE,

Entity type: Nonprofit Corporation

Identification Number: 463466824

Date of Organization in Massachusetts: 08-20-2013

Current Fiscal Month/Day: 12/31

Last date certain:

The location of the Principal Office in Massachusetts:

Address: 92 BOLT STREET

City or town, State, Zip code, Country:

LOWELL, MA 01852 USA

The name and address of the Resident Agent:

Name: JAMES M. BOWERS

Address: 280B MERRIMACK STREET

City or town, State, Zip code, METHUEN, MA 01844 USA Country:

The Officers and Directors of the Corporation:

PRESIDENT CHARLES J. SABA

TREASURER JENNIFER L. NAPOLITANO

CLERK ROBYN A. SABA

DIRECTOR DR. JEAN TABIT D.O.

DIRECTOR JENNIFER L. NAPOLITANO

DIRECTOR CHARLES J. SABA

http://corp.sec.state.rna.us/CorpWeb/CorpSearch/CorpSummary.aspx?FEIN=463466824&SEARCH_ TYPE=1 1/2

7/21/2017 Mass. Corporations Division, payment confirmation


Payment Confirmation Date: 7 /21/2017

Confirmation date/time:

Confirmation number:

Invoice number:

Payment ID number:

Transaction ID number:

Transaction category:

Transaction type:

Entity name:

Filing fee:

Expedited service fee:

Total fee:

7 /21/2017 12:25:18 PM

202130

03000040102350003777498

5569744

10235000

Nonprofit Corporation

Annual Report - 2017

BEWELL ORGANIC MEDICINE, INC.

$15.00

$3.50

$18.50

Your payment has been successfully processed. Your filing has been submitted and will be reviewed by the Corporations Division. If your submission is rejected for any reason, we will contact you immediately.

Note that for security reasons your payment credit card and/or bank information is processed at a secure website. The Secretary of the Commonwealth does not retain any payment information.

E-check transactions require final approval from your bank. Such approval may take 7 to 10 business days. If the payment is returned, you will be billed for the transaction at that time.

If you have any questions about your request, contact our office:

https://corp.sec.state.ma.us/corpweb/payment/confirmation.aspx

• phone: 617-727-9640

• email: [email protected]

1/1

Contract Infonnation

Annuitant: Arthur P Napolitano Jr

Guaranteed Living Benefit

page 1

Variable Annuity Statement of Account Value For Period of April 1, 2017 through June 30, 2017

The Ohio National Life Insurance Co1npany

Quarter Annuity Summary Ending 06/30/17 Year-to-Date

Cash Surrender Value• $723,500.47 $723,500.47

Annuitant: Arthur P Napolitano Jr

BERMAN MCALEER, LLC 9690 DEERECO RD SUITE800 TIMONIUM, 1ID 21093

JENNIFER NAPOLITANO TTEE JENNIFER NAPOLITANO REV TR

SUMMARY OF ACCOUNTS TOTAL VALUE OF YOUR PORTFOLIO as of June 30, 2017

$1,689,077.35

Note: This summary is provided for your convenience and information only. Total Value of Your Ponfolios is the sum of the Total Value for all accounts listed. including insurance and annuities assets held away. Please refer to your account statements for more detailed information and definitions. Changes in address and registration may affect accounts included in the summary.

ACCOUNTS INCLUDED

GENERAL INVESTMENT ACCOUNTS

JENNIFER NAPOLITANO REVOCABLE TRUST-Trust: Under Agreemnt

TOTAL GENERAL INVESTMENT ACCOUNTS

Kestra Investment Services, LLC.

- BERMAN+ MCALEER s-t111n O!Tor.~ \l>~ul)h KH!ra l"""otmmt s .... 1 .... LLC (K .. tn 1$~ 111tmt>or ANR.OJ$1l>C.

- •<Msory SOl"V~ ollond \l>ro!Jgh KH!ra Mvl>cry SeNJcoo. U.C (Kostn AS), an olllll.l!o orKostn IS. Kostra IS om! Kts!ntAS .,.. ~at alllllolod Y<\l> S<rrn11n M;A!Hr, LLC or Noti01lal f~ S."'loto U.C.

STATEMENT FOR THE PERIOD JUNE 1, 2017 TO JUNE 30, 2017

Account carried with National Financial Services LLC, Member NYSE,SIPC

as o/06/30117

$1,326,420.86

$1,326,420.86

Morgan Stanley CLIENT STATEMENT I For the Period June 1-30, 2017 Pages o11s

Choice Select Active Assets Account MSL FBO JENNI FER L NAPOLITANO TIEE

Account Summary JENNIFER L NAPOLITANO TRUST U/A

a-tANGE IN VALUE OF YOUR ACCOUNTS Oillcludes accrued interest)

BeWell Organic Medicine, Inc - Application of Intent 1 · On behalf of BeWell Organic Medicine, Inc., kindly find enclosed the Application of Intent for the purpose of obtaining a

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