\lJCENTE_ SEDERBERQ

BRIAN VICENTE, ESQ. (CO) CHRISTIAN E. SEDERBERG, ESQ. (CO) JosuuA KArrEL, EsQ. (CO) STEVE Fox, ESQ. (l\IAl rmLll' A. CHERNER, ESQ. (CO) ADAM FINE, ESQ. (l\IA, NJ, rA) ALICIA ASllCRMT, ESQ. (NV) .IEFFREV BARR, ESQ. (NV) .IORDAN WELLINGTON, ESQ. (CO) SHAWN HAUSER, ESQ. (CO) CHARLES ALOVISETTI, ESQ. (CO, N\')

October 14, 2016

OFFICES IN DENVER, BOSTO!ll, LAS \'EGAS,

AND WASHINGTON, D.C.

I09 ST,\ TE STREET, SUITE404, BOSTON, l\11\ 02109 (T) 617-934·2121 l (F)617-514.0008

RECEIVED OCT 14 2016

Medical Use of Marijuana Program Department of Public Health MA Dept ct Public Health

99 Chauncy Street Boston, MA. 02111 99 Chauncy Street, 11 111 Floor

Boston, MA 02111

CASSIA Ft'RMAN, ESQ. (CO) l\El.L\' ROSESBERG, ESQ. (CO,\\'\')

r111L1r SILVERMAN, ESQ. (l\IA) FRANK ROBISON, ESQ. (CO)

SALL\' l\E!'oT PEEBLES, ESQ. (CO, FL, OR) ,IESSICA SCARDINA, ESQ. (CO)

COLIN FLETCHER, ESQ. (CO) .IERRICO PEREZ, ESQ. (CO)

BRANDON K URTZMAN, ESQ. (1\1,\) DAVID ULUAN, ESQ.(0.C., l\IA,SC)

T\'lER NIXON, EsQ. (CA)

Re: Response to DPH's July 26, 2016 Request for Information to Seven Point of Massachusetts, Inc. (Application I of 2)

To Whom 1t May Concern:

On behalf of Seven Point of Massachusetts, Inc. ("Seven Point"), we are writing in response to the Department of Public Health's ("DPH") July 26, 2016 Request for Information. The DPH requested the following information:

1. DPH Request: The Ayer Purchase and Sale Agreemelll submilled does not demonstrate evidence of a property inlerest on behalf of Seven Point of Massachusetts, Inc., but instead a property interest by Brad Zerman. Please submit information demonstrating a property il1lerest held by the applicant.

Seven Point's Response: Please find enclosed a binding letter of intent between Seven Point and Brad Zerman for Seven Point to lease 99 Fitchburg Road, Ayer, MA from Brad Zerman demonstrating Seven Point's binding interest in the property.

2. DPH Request: If Brad Zerman intends to se1,,e as landlord to the applicalll in Ayer, please update Section C of the Mm1ageme11t am/ Operatim1s Profile lo include I his i11for111atio11.

Seven Point's Response: Please find enclosed an updated response to Question C.12 of its Management and Operations Profile for Applications I of2 and 2 of2 disclosing that Mr. Zerman has signed a purchase and sale agreement for the property in Ayer, MA, that Seven Point intends to use the property for its cultivation and processing facility, and that Seven Point has signed a binding letter of intent to lease the property from Mr. Zerman.

Additionally, please find enclosed an independent appraisal showing that the terms of the LOI are fair, reasonable, and in compliance with the non-profit requirements of I 05 CMR 725. I OO(A)( I) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance.

3. DPH Request: If Ayer has not enacted local siting requiremel1fs for registered marijuana dispensaries, please submit a list of uses within 500 feet of the proposed location to demonstrate compliance with 105 CMR 725.l JO(A)(/4).

Seven Point's Response: Please find enclosed a list of uses within 750 feet of the proposed Ayer location. This list demonstrates that there are no offending uses within 500 feet of the proposed location and that the proposed location is in compliance with 105 CMR 725.l 10(A)(l4).

4. DPH Request: Please note that you are required to submit copies oflhe loan agreements described in your responses to Questions C.12 and C. I 4 in the Ma11ageme11t a11d Operatitms Profile as well as an indepe11de111 legal opinion that the agreements described in your response to Questions C.12 and C.14 are in compliance with the non-profit requirements of 105 CMR 725. JOO(A)(J) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance.

Seven Point's Response: Please find enclosed a copy of the loan agreements described in Seven Point's response to Question C.12 of its Management and Operations Profile along with an independent legal opinion that the agreements are in compliance with the non-profit requirements of 105 CMR 725.1 OO(A)( I) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance.

Furthermore, please find enclosed an updated response to Question C.14 of its Management and Operations Profile for Applications 1 of2 and 2 of2 indicating that no members of Seven Point's 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 Seven Point.

ln the event that any member of Seven Point's Board of Directors becomes an official, executive, corporate member or board member for any management company, investor, or third party proposed to contract or otherwise conduct business with Seven Point, Seven Point will promptly disclose this information to the DPH and will obtain - and provide to the DPH - an independent legal opinion to ensure compliance with the non-profit requirements of 105 CMR 725.1OO(A)(1) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance and will provide the same to the DPH.

Thank you for your attention to this matter.

Very Truly Yours,

Brandon R. KU ~q. AL-/$= BRK/js Enclosures

2

BINDING LETTER OF INTENT I OPTION TO LEASE

July 19, 2016

To: Mr. Brad Zerman 3360 N. Elston Avenue Chicago, IL 60618

RE: BINDING LETI.ER OF INTENT TO LEASE 99 FITCllDURG ROAD: LOTS It 2t AND 3 RECORDED WITH THE MIDDLESEX SOUTll REGISTRY OF DEEDS AS PLAN 1010 OF 2000 ON SEPTEl\IDER

12t2000.

Dear Mr. Zennan:

This Binding Letter of Intent ("LOI") is for the leasing of 99 Fitchburg Road which is comprised of approximately 2. 77 acres of land on lots I, 2, and 3 on a plan entitled "Land in Ayer, Mass., Surveyed for Robert L. Gett" recorded with the Middlesex South Registry of Deeds as Plan 1010of2000 on September 12, 2000.

LANDLORD:

TENANT:

USE:

EXCLUSIVE USE:

PREMISES:

TERM OF LEASE:

OPTION PERIOD:

OPTION PAYMENT:

Brad Zerman 3360 N. Elston A venue Chicago, IL 60618

Seven Point of Massachusetts, Inc. I 09 State Street, Suite 404 Boston, MA 02109

Registered Marijuana Dispensary ("RMD") and any other lawful purpose under state and local law.

Tenant shall have the exclusive use for a RMD and any other lawful purpose under state and local law.

99 Fitchburg Road which is comprised of approximately 2. 77 acres of land on lots I, 2, and 3 on a plan entitled "Land in Ayer, Mass., Surveyed for Robert L. Gett" recorded with the Middlesex South Registry of Deeds as Plan 1010 of2000 on September 12, 2000 (the "Premises").

Ten (10) year initial term with two (2) five (5) year options to extend (''Lease Term").

For a period of twelve ( 12) months following full execution of this LOI (the "Option Period"), Tenant shall have the exclusive right and option to lease the Premises from Landlord (the "Option"). Such Option shall be exercised, if at all, upon written notice to Landlord given prior to the expiration of the Option Period.

Tenant will pay Landlord FIVE HUNDRED UNITED STATES

BINDING LEITER OF INTENT I OPTION TO LEASE 99 FITCHBURG ROAD

Pg. I

OPTION EXTENSION:

T ERMINATION:

LEASE:

RENT:

CONDITION:

TRIPLE NET CHARGES:

DOLLARS $500.00 USD upon execution of this LOI in consideration of the Option Period.

Upon conclusion of the Option Period, Tenant will have the ability to extend the Option on a month-by-month basis for up to twelve ( 12) months ("Extension Period") by paying Landlord ONE HUNDRED UNITED ST A TES DOLLARS $100.00 USO per month for the duration of the Extension Period, or until Tenant either: (I) exercises the Option at which point Landlord and Tenant (together, the "Parties") will enter into a lease; or (2) terminates this LOI by providing written notice to Landlord. Tenant shall have the exclusive right and option to lease the Premises during the Extension Period.

This LOI may be tenninated by Tenant at any time upon written notice to Landlord given during the Option Period or Extension Period.

Upon Tenant's exercise of the Option in accordance with the terms herein contained, Landlord and Tenant shall use good faith and due diligence to execute a lease agreement to be prepared by Landlord, containing all of the terms and conditions for the use set forth in this LOI and such other customary and reasonable terms and conditions (the "Lease"). Landlord and Tenant hereby agree to enter into a lease within sixty (60) days following Tenant's exercise of the Option.

If the Option is exercised by Tenant, the Lease shall provide for rent to be paid by Tenant to Landlord at the rate of FORTY-TWO THOUSAND AND FIVE HUNDRED UNITED STATES DOLLARS ($42,500 USD) per month ($34 PSF per year) for the first year ( 151) of the Lease Term. The rent will increase by 4% each year. Tenant shall be required to pay all Triple Net costs associated with the building, including taxes, maintenance and insurance.

Landlord will be responsible for constructing a totally completed and fit­out 15,000 Sq. Ft. building at the premises ("Building") that Tenant will use as a RMD cultivation and processing facility and any other lawful purpose under state and local law. The Building will meet all specifications and requirements set forth for the use by the Commonwealth of Massachusetts Department of Public Health ("DPH"), the Commonwealth of Massachusetts and the Town of Ayer. In the event that Tenant elects to expand the size of the building described above, Landlord agrees to pay for the construction of such expansion ("Additional Premises"). In such case, Tenant shall pay the pro-rata increased rent on a per square foot basis based on the then current rental rate at the time Tenant takes possession of the new Premises. Tenant shall be solely responsible for any and all improvements to the Additional Premises.

Tenant shall be responsible for all real estate taxes assessed against the Premises for the Term of the Lease, as applicable, as well as all maintenance. If applicable, Tenant shall be responsible during the Term of the Lease for maintaining all necessary insurance, naming Landlord

BINDING LETTER OF INTENT I OPTION TO LEASE 99 FITCHBURG ROAD

Pg.2

PURCllASE OPTION:

UTILITIES:

ASSIGNMENT & SUBLETTING:

ACCESS:

SIGN AGE:

SECURITY DEPOSll:

BROKERAGE:

TERMS OF AGREEMENT:

FURNISl-llNG OF

DOCUMENTS:

EXCLUSIVITY:

as an additional insured.

Tenant will also have the "Right of First Refusal" to purchase the property in the event Landlord elects to sell the Premises ("Right of First Refusal"). However, Landlord is under no obligation to sell the building to Tenant.

Tenant shall be responsible for all utilities supplied to and consumed upon the Premises during the Term of the Lease.

Subject to consent of the Landlord, Tenant shall have the right to assign the Lease in its entirety or to sublet all or any portion of the Premises to: (a) any entity resulting from a merger or a consolidation with Tenant; (b) any entity succeeding to the business operated by Tenant at the Premises; or (c) any subsidiary or affiliate of Tenant. Any assignment or sublease will require the prior written consent of Landlord.

During the Option Period or Extension Period, and prior to the commencement of the Lease Term, Tenant shall be permitted reasonable access to the Premises, but only when accompanied by Landlord or Landlord's agent, for the purposes of planning the layout of the space, measuring the premises, and preparing architectural drawings and security layout of the Premises.

Exterior signage will be permitted during the Term of the Lease subject only to applicable laws. Landlord shall be responsible for the removal of any unwanted existing signage.

Upon Landlord and Tenant entering into a Lease, Tenant shall pay Landlord a TWENTY-FIVE THOUSAND UNITED STATES DOLLARS ($25,000.00 USO) security deposit. Landlord shall not be required to segregate this security deposit or maintain the security deposit in a segregated bank account.

NIA

Landlord and Tenant hereby agree that this LOI shall be binding between the Parties. It is understood that Tenant needs final approval for an RMD from the DPH and all necessary building permits, business licenses and Certificate of Occupancy issued by the Town of Ayer before Tenant is able to occupy the Premises. The Lease shall contain a contingency allowing for Tenant's early termination in the event that Tenant is unable to obtain necessary state and municipal approvals for an RMD at the Premises. Landlord and Tenant hereby agree to enter into a Lease within thirty (30) days following Tenant's exercise of the Option. The terms of this LOI shall govern until the Lease is executed.

Upon request, Landlord will supply Tenant with any documents in Landlord's possession to help in the approval process and will provide signatures as required for approvals involving the Premises.

For the consideration paid pursuant to this LOI, Landlord will not offer the Premises for lease or sale to anyone other than Tenant during any

BINDING LEITER OF INTENT I OPTION TO LEASE 99 FITCHBURG ROAD

Pg.3

Period referenced in this LOI. Tenant shall not be obligated to make any payments to the Landlord during the time following execution of a Lease, and wltil Landlord provides any or all of the Premises to the Tenant exclusively in the condition agreed upon herein.

CONFIDENllALITY: The Parties agtee that the information set furth herein is intended to be private and confidential between the Parties executing this LOJ and shall not be disclosed to third parties without the written consent of each Party to this transaction; provided, however, that the terms of this LOI may be disclosed in confidence to local and state government officials, prospective lenders, current or prospective business partners or joint venture partners, legal counsel and other consultants to and contractors for said Parties for purposes incidental to this agreement or to the conduct of business by said Parties.

If the terms and conditions are acceptable, please execute this LOI in the space provided below.

Best Regards,

Siignallllf!.r_:t:::..,'A}.~:tj:tz:£_~ Name: Ryan Gol.rs1'm Title: ChicfF'm· artcilAI

Date: July 19, 2016

BINDING IEn'ER OFIN'IENT /OPTIONTOl..BAe .....

Pg.4

Application L. of l____ I. ti . Seven Point of Massachusetts, Inc.

App 1cant Non-Pro 1t Corporat10n ----------------

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.

No members of SPM's Board of Directors arc serving as officials, executives, corporate members or board members for any management company, investor, or third party proposed to contract or otherwise conduct business with the proposed RMD.

In the event that any member of SPM's Board of Directors becomes an official, executive, corporate member or board member for any management company, investor, or third party proposed lo contract or otherwise conduct business with SPM, SPM will promptly disclose this information to the DPH and will obtain - and provide to the DPH - an independent legal opinion to ensure compliance with the non-profit requirements of I 05 CMR 725.1 OO(A)( I) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance and will provide the same to the DPH.

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: BZ ---

Management and Operations Profile - Page 8

Application _2_ of _2 __ . Seven Point of Massachusetts, Inc.

Apphcant 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.

No members of SPM's Board of Directors arc serving as officials, executives, corporate members or board members for any management company, investor, or third party proposed to contract or otherwise conduct business with the proposed RMD.

In the event that any member of SP M's Board of Directors becomes an official, executive, corporate member or board member for any management company, investor, or third party proposed to contract or otherwise conduct business with SPM, SPM will promptly disclose this information to the DPH and will obtain - and provide to the DPH - an independent legal opinion to ensure compliance with the non-profit requirements of 105 CMR 725. l OO(A)(l) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance and will provide the same to the DPH.

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: _B_Z __

Management and Operations Profile - Page 8

Application _I_ of 2_ A I. p fi C . Sc' en Point of Massachusetts, Inc.

pp 1cant Non- ro 1t orporat1on -----------------

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.

Brad Zerman (Member/Director/President/CEO) and Beth Ann Zerman (Mr. Zerman's wife) and Ryan Goldstein (Mcmbcr/Directorrrrcasurcr/CFO) have commiued funds to Seven Point of Massachuseus. Inc . (SPM). Mr. and Mrs. Zcrman and Mr. Goldstein hmc executed loan agrccmenl'> "ith SPM for the commiued funds. Copies of the agreements have been submiued to the OPH. SPM ha'> obtained, and prm ided to Lhc DPH, an independent legal opinion that the agreements arc in compliance \\·ith the non-profit requirements of 105 CMR 725.IOO(A)(l) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance.

Additionally, Mr. Zerman has signed a purchase and sale agreement for a propert) in Ayer, MA that SPM intends to use for its cultivation and processing facility . SPM has signed a binding leucr of intent to lease the property from Mr. Zcrman. A copy of the LOI has been submitted to the DPH. SPM has obtained, and provided to the DPH, an independent appraisal that the terms of the LOI arc in compliance\\ ith 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 applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _B_Z __

Management and Operations Profile - Page 6

Application ..L.. of _2 __ . . Sc\ en Point of Massachusetts. Inc.

Applicant Non-Profit Corporatton ----------------

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.

Brad Zerman (Mcmbcr/Direc1or/President/CEO) and Beth Ann Zerman (Mr. Zerman's wife) and R)an Goldstein (Member/Directorffrcasurcr/CFO) ha\'e committed funds to Se\'en Point of Massachusetts, Inc. (SPM). Mr. and Mrs. Zerman and Mr. Goldstein have executed loan agreements with SPM for the committed funds. Copies of the agreements ha\'e been submitted to the DPH. SPM has obtained, and prm idcd to the DPH, an independent legal opinion that the agreements arc in compliance with the non-prolit requirements of 105 CMR 725.IOO(A)( I) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Prolit Compliance.

Additionally, Mr. Zerman has signed a purchase and sale agreement for a property in Ayer. MA that SPM intends to use for its cultivation and processing facility. SPM has signed a binding letter of intent to lease the proper!)· from Mr. Zcrman. A copy of the LOI has been submitted to the DPH. SPM has obtained, and pro\'idcd to the DPH, an independent apprnisal that the terms of the LOI arc in compliance with the non-prolit requirements of 105 CMR 725.IOO(A)(l) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Prolit Compliance.

lnfonnation 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: BZ

Management and Operations Profile - Page 6